Common use of Directors’ and Officers’ Indemnification Clause in Contracts

Directors’ and Officers’ Indemnification. (a) After the Effective Time, PalEx shall, to the fullest extent permitted under applicable law, indemnify and hold harmless, each present and former director, officer and agent of the Company (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) PalEx shall pay the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate in the defense of any such matter, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). (b) In the event that PalEx or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then and in each such case, proper provisions shall be made so that the successors and assigns of PalEx shall assume the obligations set forth in this Section 7.7.

Directors’ and Officers’ Indemnification. (a) After Subject to the Effective Timeterms of this Section 4.3, PalEx shallafter the Closing Date and notwithstanding any other provision contained in this Agreement, Buyer shall and shall cause the Company, to the fullest extent permitted under applicable law, to jointly and severally indemnify and hold harmless, each present and former director, officer officer, employee and agent of the Company who served as such at any time prior to the Closing Date (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTYNACT Indemnified Party" and collectively, the "INDEMNIFIED PARTIESNACT Indemnified Parties") against any costs or expenses (including reasonable attorneys attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativeinvestigative (each an "NACT Claim"), arising out of, relating to or in connection with any action or omission of PalEx occurring prior to the Effective Time Closing Date (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company) or arising out of or pertaining to the transactions contemplated by this Agreement; provided, however, that Buyer shall have no obligation to indemnify any of the NACT Indemnified Parties hereunder unless such party acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful (the "Conduct Standard"). (b) If any NACT Indemnified Party shall seek indemnification pursuant to Section 4.3(a), such NACT Indemnified Party shall give prompt notice to Buyer of an NACT Claim within 10 days after receipt by the NACT Indemnified Party of notice of any such NACT Claim; provided, however, that the failure to provide such notice shall not release Buyer or the Company from any of their respective obligations under this Section 4.3, except to the extent that Buyer or the Company is materially prejudiced by such failure. The obligations and liabilities of Buyer and the Company under this Section 4.3 shall be governed by and contingent upon the following additional terms and conditions: Upon receipt of notice from an NACT Indemnified Party as provided in this Section 4.3(b), Buyer shall be entitled to assume and control the defense of the NACT Claim identified in such notice at its expense and through counsel of its choice reasonably satisfactory to such NACT Indemnified Party, if it gives notice of its intention to do so to such NACT Indemnified Party within 10 days after the receipt of such notice from such NACT Indemnified Party and actually assumes and controls such defense. The NACT Indemnified Party may, at its election and at its sole cost and expense, participate in any such defense. Notwithstanding the foregoing, if there exists a conflict of interest that would make it inappropriate for the same counsel to represent both the Indemnified Party, on the one hand, and the Indemnifying Party, on the other hand, in connection with any Indemnifiable Claim, then the Indemnified Party shall be entitled to retain its own counsel as is reasonably satisfactory to the Indemnifying Party at the Indemnifying Party's expense. In the event of any that such claimIndemnified Party shall seek indemnification as provided herein, actionsuch Indemnified Party shall make available to the Indemnifying Party, suitat its expense, proceeding all witnesses, pertinent records, materials and information in the Indemnified Party's possession or investigation (whether arising before or after under the Effective Time), (i) PalEx shall pay the reasonable fees and expenses of counsel selected Indemnified Party's control relating thereto as is reasonably required by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, Indemnifying Party. (iic) PalEx will cooperate in the defense of any such matter, and (iii) any Any determination required to be made with respect to whether an indemnified partyNACT Indemnified Party's conduct complies with satisfies the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws Conduct Standard shall be made by independent legal counsel acceptable to PalEx as Buyer, the case may be, Company and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld)NACT Indemnified Party. (bd) In the event that PalEx Buyer or the Company or any of its their successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then and in each such case, proper provisions shall be made so that the successors and assigns of PalEx the Buyer or the Company, as the case may be, shall assume the obligations set forth in this Section 7.74.3.

Directors’ and Officers’ Indemnification. (a) After From and after the Effective TimeTime through the sixth anniversary of the Effective Date, PalEx shall, Parent agrees to the fullest extent permitted under applicable law, indemnify and hold harmless, harmless each present and former director, director and officer and agent of the Company and its subsidiaries determined as of the Effective Time (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIESIndemnified Parties") ), against any costs or expenses (including reasonable attorneys attorneys, fees), judgments, fines, losses, claims, damagesdamages or liabilities (collectively, liabilities and amounts paid in settlement "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to of matters existing or in connection with any action occurring at or omission of PalEx occurring prior to the Effective Time Time, whether asserted or claimed prior to, at or after the Effective Time, to the extent to which such Indemnified Parties were entitled under the WBCL and the Company's articles of incorporation or by-laws in effect on the date hereof, and Parent shall also advance expenses as incurred to the extent permitted under the WBCL and the Company's articles of incorporation and by-laws. (includingb) Any Indemnified Party wishing to claim indemnification under Section 5.6(a), without limitationupon learning of any such claim, acts action, suit, proceeding or omissions in connection with investigation, shall as promptly as possible notify Parent thereof, but the failure to so notify shall not relieve Parent of any liability it may have to such persons serving as an officer, director or other fiduciary in any entity Indemnified Party if such service was at failure does not materially prejudice the request or for the benefit of the Company)Indemnifying Party. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) PalEx Parent shall have the right to assume the defense thereof and Parent shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if Parent elects not to assume such defense or counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and Parent shall pay the reasonable fees and expenses of one such counsel selected by for the indemnified parties, which Indemnified Parties in any jurisdiction unless the use of one counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are receivedfor such Indemnified Parties would present such counsel with a conflict of interest, (ii) PalEx the Indemnified Parties will cooperate in the defense of any such matter, matter and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx Parent shall not be liable for any settlement effected without its prior written consent (which consent consent; and provided, further, that Parent shall not be unreasonably withheld)have any obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that the indemnification of such Indemnified Party in the manner contemplated hereby is not permitted or is prohibited by applicable law. (bc) In Parent shall maintain in effect the event that PalEx current pre-paid directors' and officers' liability insurance policy of the Company until August 1, 2001, unless Parent and the Company agree to substitute an alternative policy or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then and in each such case, proper provisions shall be made so that the successors and assigns of PalEx shall assume the obligations set forth in this Section 7.7policies therefor.

Directors’ and Officers’ Indemnification. (a) After The indemnification provisions of the Company's Certificate of Incorporation or Bylaws as in effect at the Acceptance Date shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at or prior to the Effective Time were directors, officers, employees or agents of the Company with respect to matters arising or events occurring before the Effective Time. From and after the Acceptance Date, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Company to honor, in accordance with their respective terms, each of the covenants contained in this Section 5.12. (b) From and after the Acceptance Date, each of Parent and the Company and, from and after the Effective Time, PalEx the Surviving Corporation shall, to the fullest extent permitted under applicable law, indemnify and hold harmless, harmless each present and former individual who serves or served as a director, officer officer, employee and agent of the Company or any of its Subsidiaries at any time at or before the Effective Time (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTYIndemnified Party" and collectively, the "INDEMNIFIED PARTIESIndemnified Parties") against any costs or expenses (including reasonable attorneys feesadvancing attorneys' fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by law), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission of PalEx occurring or alleged to occur prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In ) or the event Merger or the other transactions contemplated by this Agreement or arising out of any such claim, action, suit, proceeding or investigation pertaining to the transactions contemplated by this Agreement to the fullest extent that the Company would have been permitted under Delaware law and the Company's Certificate of Incorporation and By-laws in effect on the date of this Agreement. (whether arising before or c) For a period of six years after the Effective Time, Parent shall cause to be maintained in effect the current policies of directors' and officers' liability insurance maintained by the Company and its Subsidiaries (provided that Parent may substitute therefor policies of at least the same coverage and amounts containing terms and conditions that are no less advantageous to the Indemnified Parties, and which coverages and amounts shall be no less than the coverages and amounts provided at that time for Parent's directors and officers) with respect to matters arising on or before the Effective Time; provided, however, that if the existing current policies expire, are terminated or cancelled during such six-year period, Parent will use its reasonable efforts to obtain as much coverage as can be obtained for the remainder of such period for a premium not in excess of the amount set forth in Section 5.12 of the Company Disclosure Schedules. Without limiting the foregoing, Parent and the Company shall each use their respective best good faith efforts to cause to be maintained in effect to and including the Effective Time (without any cancellation or lapse or denial of coverage caused by or relating to the occurrence of the Acceptance Date) the current policies of directors' and officers' liability insurance maintained by the Company and its Subsidiaries (or substitute policies of at least the same coverage and amounts containing terms and conditions that are no less advantageous to the Indemnified Parties, and which coverages and amounts shall be no less than the coverages and amounts in such current policies, in each case subject to reasonable availability); provided, that (i) PalEx the failure of the Company to keep and observe the covenants contained in this sentence shall pay not create any right or remedy in Parent or Merger Sub and shall not be deemed to result in a failure of a condition to the reasonable fees obligations of Parent and expenses of counsel selected by Merger Sub to consummate the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, Offer and the Merger and (ii) PalEx will cooperate in the defense of if any such matter, and (iii) any determination payments are required to be made with respect in order to whether an indemnified party's conduct complies with maintain such current policies of directors' and officers' liability insurance of the standards set forth under the DGCL Company and its Subsidiaries (or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws such substitute policies), those payments shall be made by independent legal counsel acceptable to PalEx as the case may beCompany, and the indemnified party; PROVIDEDnot Parent, HOWEVER, that PalEx shall not be liable for Merger Sub or any settlement effected without its written consent (which consent shall not be unreasonably withheld)of their respective Affiliates. (bd) In Parent shall pay all reasonable expenses, including reasonable attorneys' fees, that may be incurred by any Indemnified Party in enforcing the event that PalEx or any of its successors or assigns (i) consolidates with or merges into any indemnity and other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then and in each such case, proper provisions shall be made so that the successors and assigns of PalEx shall assume the obligations set forth provided in this Section 7.75.12. (e) The rights of each Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the Certificate of Incorporation or Bylaws of the Company, any other indemnification arrangement, the DGCL or otherwise. The provisions of this Section 5.12 shall survive the consummation of the Merger and expressly are intended to benefit each of the Indemnified Parties.

Directors’ and Officers’ Indemnification. (a) After The certificate of incorporation and by-laws of Hexcel shall continue to contain the Effective Timeprovisions with respect to indemnification contained therein as of the date hereof, PalEx shallwhich provisions shall not be amended, repealed or otherwise modified for a period of six years following the Closing in any manner that would adversely affect the rights thereunder of individuals who at any time prior to the fullest extent permitted under Closing were directors or officers of Hexcel in respect of actions or omissions occurring at or prior to the Closing, except for such modifications as are required by applicable law. From and after the Closing, indemnify Hexcel shall indemnify, defend and hold harmless, each present harmless the officers and former director, officer and agent directors of Hexcel as of the Company date hereof and their respective heirs and personal and legal representatives (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIESIndemnified Individuals") against any costs or expenses (including reasonable attorneys fees)all losses, judgments, fines, lossesexpense, claims, damages, liabilities liabilities, costs or expenses (including, without limitation, reasonable fees and amounts paid expenses of counsel selected by the Indemnified Individuals; provided that Hexcel shall in settlement no event be responsible for the fees and expenses of more than one counsel for all Indemnified Individuals in respect of any particular Claim (as defined below) or group of related Claims, unless an Indemnified Individual shall have reasonably concluded that there may be legal defenses available to him that are not available to, and that are in conflict with, other Indemnified Individuals in respect of such Claim or Claims, in which case Hexcel shall be responsible for the reasonable fees and expenses of one counsel for such Indemnified Individual) arising out of or in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of any such investigative claim, action, suit, proceeding or investigation based in whole or in part on the fact that such person was a director or officer of Hexcel at or prior to the Closing (whether arising before or after the Effective Timeeach a "Claim"), in each case to the fullest extent permitted under Delaware law (i) PalEx and shall pay the reasonable costs and expenses incurred by such Indemnified Individuals in connection with or relating to such Claim (including fees and expenses of counsel selected as provided above) upon presentation of statements in advance of the final disposition of any such matter to the fullest extent permitted under Delaware law, subject to receipt of the Indemnified Individual's undertaking to repay such advances following a final and nonappealable decision by a court of competent jurisdiction that such repayment is required). For six years after the indemnified partiesClosing, which counsel Hexcel shall provide directors' and officers' liability insurance ("D&O Insurance") for the Indemnified Individuals in respect of actions or omissions occurring at or prior to the Closing (i) in an amount no less than that currently in effect or such greater amount as shall hereafter be reasonably satisfactory to PalEx, promptly after statements therefor are receivedmaintained for the benefit of Hexcel's directors, (ii) PalEx will cooperate with other terms no less favorable than those currently in the defense of any such matter, effect and (iii) any determination required to be made with respect to whether an indemnified partyinsurance carrier of comparable or better financial condition than Hexcel's conduct complies with current D&O Insurance carrier, it being understood that the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates provision of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx such D&O Insurance shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). (b) In the event that PalEx or any relieve Hexcel of its successors or assigns (i) consolidates with or merges into indemnification obligations pursuant to this Section 4.14. Notwithstanding the foregoing, if at any other person and shall time Hexcel does not maintain D&O Insurance for its then current directors, the D&O Insurance referred to in the preceding sentence for the Indemnified Individuals need only be maintained to the continuing or surviving corporation or entity extent it is available on commercially reasonable terms. The provisions of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets this Section 4.14 shall, to any personthe maximum extent permitted by law, then and in each such case, proper provisions shall be made so that binding upon the successors and assigns of PalEx shall assume the obligations set forth in this Section 7.7Hexcel.

Directors’ and Officers’ Indemnification. (a) After From and after the Effective Time, PalEx shall, to Acquiror and the fullest extent permitted under applicable law, Surviving Corporation shall indemnify and hold harmless, harmless each present current (as of the Effective Time) and former director, officer and agent director of the Company and its subsidiaries (eachwhen acting in such capacity) (the “Indemnified Parties”), together with such person's heirsagainst all claims, executors or administratorslosses, an "INDEMNIFIED PARTY" and collectivelyliabilities, the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys fees)damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damagesincluding attorneys’ fees and disbursements (collectively, liabilities and amounts paid in settlement “Costs”), incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, Proceeding arising out of, relating of or pertaining to the fact that the Indemnified Party is or in connection with was at any action or omission of PalEx occurring time prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, a director or other fiduciary in any entity if such service was at the request or for the benefit officer of the Company). In Company or its subsidiaries, pertaining to any matter existing or occurring at or prior to the event of any such claimEffective Time and whether asserted or claimed prior to, action, suit, proceeding or investigation (whether arising before at or after the Effective Time), (i) PalEx shall pay to the reasonable fees and same extent such Persons are indemnified or have the right to advancement of expenses as of counsel selected the date hereof by the indemnified partiesCompany pursuant to the Company Certificate, which counsel shall be reasonably satisfactory to PalExthe Company Bylaws and indemnification agreements, promptly after statements therefor are receivedif any, (ii) PalEx will cooperate in existence on the defense of any such matter, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld)date hereof. (b) The parties agree that all rights to indemnification, including provisions relating to advances of expenses, existing in favor of the Indemnified Parties as provided in Section 5.12(a), will survive the Merger and will continue in full force and effect for a period of not less than six years from the Effective Time; provided, however, that all rights to indemnification in respect of any claim asserted, made or commenced within such period will continue until the final disposition of such claim. (c) The provisions of this Section 5.12 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties and their respective heirs and legal representatives. The indemnification provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to law, contract or otherwise. (d) In the event that PalEx either Acquiror or any of its the Surviving Corporation or their respective successors or assigns (i) consolidates with or merges into any other person Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any personPerson, then then, and in each such case, proper provisions provision shall be made so that the successors and assigns of PalEx Acquiror or the Surviving Corporation, as the case may be, shall assume succeed to the obligations set forth in this Section 7.75.12. (e) As of the Effective Time, the Surviving Corporation shall have purchased, and shall maintain, a tail policy to the current policy of directors’ and officers’ liability insurance maintained on the date hereof by the Company (the “Current Policy”) which tail policy shall be effective for a period from the Effective Time through and including the date six years after the Effective Time with respect to claims arising from facts or events that existed or occurred prior to or at the Effective Time, and which tail policy shall contain substantially the same coverage and amount as, and contain terms and conditions no less advantageous, in the aggregate, than the coverage currently provided by the Current Policy.

Directors’ and Officers’ Indemnification. (a) After Without limiting any additional rights that any director, officer, trustee, employee, agent, or fiduciary may have under any employment or indemnification agreement or under the Company Charter, the Company Bylaws or this Agreement or, if applicable, similar organizational documents or agreements of any of the Company’s Subsidiaries, from and after the Effective Time, PalEx Parent and Surviving Corporation shall: (i) indemnify and hold harmless each person who is at the date hereof or during the period from the date hereof through the Effective Time serving as a director, officer, trustee, or fiduciary of the Company or its Subsidiaries (collectively, the “Indemnified Parties”) to the fullest extent authorized or permitted under by applicable lawLaw, indemnify as now or hereafter in effect, in connection with any Claim and hold harmless, each present and former director, officer and agent of the Company (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages, liabilities penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action respect of such judgments, fines, penalties or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts or omissions amounts paid in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (isettlement) PalEx shall pay the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, resulting therefrom; (ii) PalEx will cooperate in at Parent and Surviving Corporation’s own expense and with their own counsel, defend or settle such Claim on behalf of the defense Indemnified Parties; provided, however, that (x) the Parent and Surviving Corporation shall keep the Indemnified Parties informed of any all material developments and events relating to such matterClaim, (y) the Indemnified Parties shall have the right to participate, and (iiiz) any determination required the Parent and Surviving Corporation shall not settle such Claim without the prior written consent of the Indemnified Parties; provided further however, that if there is a conflict between the Indemnified Parties, Parent and Surviving Corporation, and counsel of the Parent and Surviving Corporation cannot represent Indemnified Parties, then the Indemnified Parties shall have the right to be made with respect represented by a separate counsel of his or her choice, subject to whether an indemnified party's conduct complies with the standards set forth under approval of the DGCL or other applicable statutes Parent and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld, and in which event Parent and Surviving Corporation shall promptly pay counsel for the Indemnified Parties, including any request for advancement of expenses of up to $10,000 for Indemnified Parties; and (iii) promptly pay on behalf of the Indemnified Parties to the fullest extent authorized or permitted by applicable law, as now or hereafter in effect, any D&O Expenses incurred in defending, serving as a witness with respect to or otherwise participating in any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Party of any D&O Expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or other security (but subject to Parent ‘s or Surviving Corporation’s, as applicable, receipt of a written undertaking by or on behalf of such Indemnified Party, if required by applicable Law, to repay such D&O Expenses if it is ultimately determined under applicable Law that such Indemnified Party is not entitled to be indemnified). . The indemnification and advancement obligations of Parent and Surviving Corporation pursuant to this Section 7.05(a) shall extend to acts or omissions occurring at or before the Effective Time and any Claim relating thereto (bincluding with respect to any acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby, including the consideration and approval thereof and the process undertaken in connection therewith and any Claim relating thereto), and all rights to indemnification and advancement conferred hereunder shall continue as to a person who has ceased to be a director, officer, trustee, employee, agent, or fiduciary of the Company or its Subsidiaries after the date hereof and shall inure to the benefit of such person’s heirs, executors and personal and legal representatives. As used in this Section 7.05(a): (1) In the event term “Claim” means any threatened, asserted, pending or completed Action, suit or proceeding, or any inquiry or investigation, whether instituted by any party hereto, any Governmental Authority or any other party, that PalEx any Indemnified Party in good faith believes might lead to the institution of any such Action, suit or proceeding, whether civil, criminal, administrative, investigative or other, including any arbitration or other alternative dispute resolution mechanism, arising out of or pertaining to matters that relate to such Indemnified Party’s duties or service as a director, officer, trustee, employee, agent, or fiduciary of the Company, any of its Subsidiaries, or any employee benefit plan (within the meaning of Section 3(3) of ERISA) maintained by any of the foregoing or any other person at or prior to the Effective Time at the request of the Company or any of its successors Subsidiaries; and (2) the term “D&O Expenses” means reasonable attorneys’ fees and all other reasonable costs, expenses and obligations (including, without limitation, experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or assigns incurred in connection with investigating, defending, being a witness in or participating in (i) consolidates with including on appeal), or merges into preparing to investigate, defend, be a witness in or participate in, any other person and Claim for which indemnification is authorized pursuant to this Section 7.05(a), including any Action relating to a claim for indemnification or advancement brought by an Indemnified Party. Neither Parent nor Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any actual or threatened claim, demand, Action, suit, proceeding, inquiry or investigation in respect of which indemnification has been or could be the continuing sought by such Indemnified Party hereunder unless such settlement, compromise or surviving corporation or entity judgment includes an unconditional release of such consolidation Indemnified Party from all liability arising out of such claim, demand, Action, suit, proceeding, inquiry or merger investigation or (ii) transfers all or substantially all of its properties and assets to any person, then and in each such case, proper provisions shall be made so that the successors and assigns of PalEx shall assume the obligations set forth in this Section 7.7Indemnified Party otherwise consents thereto.

Directors’ and Officers’ Indemnification. (a) After In the event the Merger shall become effective, then from and after the Effective TimeDate, PalEx shallACQUIROR and the Surviving Corporation (the "Indemnifying Parties") shall indemnify, defend and hold harmless each person who is now, or who becomes prior to the fullest extent permitted under applicable lawEffective Date, indemnify and hold harmlessan officer, each present and former director, officer and employee or agent of the Company ACQUIROR or TARGET (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIESIndemnified Parties") against any costs or expenses (including reasonable attorneys fees), judgments, fines, i) all losses, claims, damages, costs, expenses, liabilities and or judgments or amounts paid with the approval of the Indemnifying Parties (which approval shall not be unreasonably withheld) in settlement of, or in connection with with, any claim, action, suit, proceeding or investigationinvestigation based in whole or in part on, whether civil, criminal, administrative or investigative, arising in whole or in part out of, relating the fact that such person is or was an officer, director, employee or agent of ACQUIROR or TARGET, whether pertaining to any matter existing or occurring, at or prior to, the Effective Date, and whether asserted or claimed prior to, at or after, the Effective Date (the "Indemnified Liabilities") and (ii) all Indemnified Liabilities based in whole or in connection with any action part on, or omission of PalEx occurring prior arising in whole or in part out of, or pertaining to this Agreement or the Effective Time (transactions contemplated hereby, including, without limitation, acts any Indemnified Liabilities arising under or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event out of any such claimstate or federal securities laws, action, suit, proceeding or investigation (whether arising before or after in each case to the Effective Time), (i) PalEx shall pay the reasonable fees and expenses of counsel selected fullest extent permitted by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate in the defense of any such matterlaw, and (iii) any determination required in addition to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes such Indemnified Liabilities, ACQUIROR and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx , as the case may be, and shall pay expenses in advance of the indemnified party; PROVIDED, HOWEVER, final disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted by law upon receipt of any undertaking that PalEx shall not may be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld)required by Law. (b) In the event that PalEx or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then and in each such case, proper provisions shall be made so that the successors and assigns of PalEx shall assume the obligations set forth in this Section 7.7.

Directors’ and Officers’ Indemnification. (a) After From and after the Company Merger Effective Time, PalEx shallParent (the “Indemnifying Party”) shall (or shall cause Parent OP to), for a period of six (6) years from the Company Merger Effective Time: (i) indemnify and hold harmless each person who is at the date hereof, was previously, or is during any of the period from the date hereof until the Company Merger Effective Time, serving as a manager, director, officer, trustee or fiduciary of the Company or any of the Company Subsidiaries and acting in such capacity (collectively, the “Indemnified Parties”) to the fullest extent that an Indiana corporation is permitted under applicable law, to indemnify and hold harmless, each present and former director, officer and agent harmless its own such Persons under the applicable Laws of the State of Indiana, as now or hereafter in effect, in connection with any Claim with respect to matters occurring on or before the Company (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" Merger Effective Time and collectively, the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages, liabilities liabilities, costs, Claim Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, thereof) relating to or resulting from such Claim; and (ii) promptly pay on behalf of or advance to each of the Indemnified Parties, to the fullest extent that an Indiana corporation is permitted to indemnify and hold harmless its own such Persons under the applicable Laws of the State of Indiana, as now or hereafter in effect, any Claim Expenses incurred in defending, serving as a witness with respect to or otherwise participating with respect to any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Party of any Claim Expenses incurred by such Indemnified Party in connection with enforcing any action rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or omission other security, but subject to Parent’s receipt of PalEx occurring an undertaking by or on behalf of such Indemnified Party to repay such Claim Expenses if it is ultimately determined under applicable Laws or any of the Company Governing Documents that such Indemnified Party is not entitled to be indemnified; provided, however, that if, at any time prior to the Effective Time sixth (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit 6th) anniversary of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Company Merger Effective Time), (i) PalEx shall pay the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory any Indemnified Party delivers to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate Parent a written notice asserting that indemnification is required in the defense of any such matter, and (iii) any determination required to be made accordance with this Section 7.5 with respect to whether an indemnified party's conduct complies a Claim, then the provisions for indemnification contained in this Section 7.5 with respect to such Claim shall survive the standards set forth under sixth (6th) anniversary of the DGCL or other applicable statutes Company Merger Effective Time and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable continue to PalEx apply until such time as the case may be, such Claim is fully and the indemnified party; PROVIDED, HOWEVER, that PalEx finally resolved. The Indemnifying Party shall not settle, compromise or consent to the entry of any judgment in, or seek termination with respect to, any actual or threatened Claim in respect of which indemnification may be sought by an Indemnified Party hereunder unless such settlement, compromise or judgment includes an unconditional release of such Indemnified Parties from all liability arising out of such Claim. No Indemnified Party shall be liable for any amounts paid in any settlement effected without its prior express written consent. No Indemnified Party shall settle, compromise or consent to the entry of any judgment in, or seek termination with respect to, any actual or threatened Claim in respect of which indemnification may be sought by an Indemnified Party hereunder without the prior written consent of the Indemnifying Party (which such consent shall not be unreasonably withheld). (b) In Without limiting the event foregoing, each of the Parent Parties agrees that PalEx all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Company Merger Effective Time now existing in favor of the current or former directors, officers, trustees, agents or fiduciaries of the Company or any of the Company Subsidiaries as provided in the Company Governing Documents and indemnification or similar agreements of the Company shall survive the Company Merger and shall continue in full force and effect in accordance with their terms, and shall not be amended, repealed or modified in a manner adverse to the Indemnified parties, for a period of six (6) years following the Company Merger Effective Time; provided that if, at any time prior to the sixth (6th) anniversary of the Company Merger Effective Time, any Indemnified Party delivers to Parent a written notice asserting that indemnification is required in accordance with this Section 7.5 with respect to a Claim, then the provisions for indemnification contained in this Section 7.5 with respect to such Claim shall survive the sixth (6th) anniversary of the Company Merger Effective Time and shall continue to apply until such time as such Claim is fully and finally resolved. (c) Prior to the Company Merger Effective Time, the Company shall obtain and fully pay the premium for, and Parent shall maintain in full force and effect (and the obligations under to be honored), during the six (6) year period beginning on the date of the Company Merger Effective Time, a “tail” prepaid directors’ and officers’ liability insurance policy or policies (which policy or policies by their respective express terms shall survive the Mergers) from the Company’s current insurance carrier or an insurance carrier with the same or better credit rating as the Company’s current insurance carrier, of at least the same coverage and amounts and containing terms and conditions, retentions and limits of liability that are no less favorable than the Company’s and the Company Subsidiaries’ existing directors’ and officers’ liability policy or policies for the benefit of the Indemnified Parties with respect to directors’ and officers’ liability insurance for Claims arising from facts or events that occurred on or prior to the Company Merger Effective Time; provided, however, that in no event shall the aggregate premium payable for such “tail” insurance policy exceed an amount equal to 250% of the annual premium paid by the Company for its directors’ and officers’ liability insurance as set forth in Section 7.5(c) of the Company Disclosure Schedule (such amount being the “Maximum Premium”). If the Company is unable to obtain the “tail” insurance described in the first sentence of this Section 7.5(c) for an amount equal to or less than the Maximum Premium, the Company shall be entitled to obtain as much comparable “tail” insurance as reasonably available for an aggregate cost equal to the Maximum Premium. (d) If any of Parent or its successors or assigns (i) consolidates with or merges with or into any other person Person and shall not be the continuing or surviving corporation company, partnership or other entity of such consolidation or merger or (ii) liquidates, dissolves or winds-up, or transfers or conveys all or substantially all of its properties and assets to any personPerson, then then, and in each such case, proper provisions provision shall be made so that the successors and assigns of PalEx Parent shall assume the obligations set forth in this Section 7.77.5. (e) The provisions of this Section 7.5 are intended to be for the express benefit of, and shall be enforceable by, each Indemnified Party referred to in this Section 7.5 (who are intended to be third party beneficiaries of this Section 7.5), his or her heirs and his or her personal representatives, shall be binding on all successors and assigns of Parent and the Company, and shall not be amended in a manner that is adverse to the Indemnified Party (including his or her successors, assigns and heirs) without the prior written consent of the Indemnified Party (including any such successors, assigns and heirs) affected thereby. The exculpation and indemnification provided for by this Section 7.5 shall be in addition to, and not in substitution for, any other rights to indemnification or exculpation which an Indemnified Party and other Person referred to in this Section 7.5 is entitled, whether pursuant to applicable Law, contract or otherwise.

Directors’ and Officers’ Indemnification. (a) After For a period of six years after the Effective Time, PalEx the Surviving Corporation and the Parent shall, to the extent permitted under Section 145 of the DGCL and to the extent of the Company's indemnification prior to the Effective Time, indemnify and hold harmless (and shall also advance expenses as incurred to the fullest extent permitted under applicable law, indemnify and hold harmless, law to) each present and former director, officer officer, previously indemnified employee and previously indemnified agent of the Company or any of its subsidiaries (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTYindemnified Party" and collectively, the "INDEMNIFIED PARTIESindemnified Parties") against any costs or expenses (including reasonable attorneys attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company)) or arising out of or pertaining to the transactions contemplated by this Agreement. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) PalEx the Company or Parent and the Surviving Corporation, as the case may be, shall pay the reasonable fees and expenses of counsel selected by the indemnified partiesParties, which counsel shall be reasonably satisfactory to PalExthe Parent and the Surviving Corporation, promptly after statements therefor are received, (ii) PalEx the Parent and the Surviving Corporation will cooperate in the defense of any such matter, matter and (iii) any determination required to be made with respect to whether an indemnified partyParty's conduct complies with the standards set forth under Section 145 of the DGCL or other applicable statutes and PalExthe Parent's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx the Parent or the Surviving Corporation, as the case may be, and the indemnified partyParty; PROVIDEDprovided, HOWEVERhowever, that PalEx neither Parent nor the Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). The parties hereto intend, to the extent not prohibited by applicable law, that the indemnification provided for in this Section 7.11 shall apply without limitation to negligent acts or omissions by an indemnified Party. Each indemnified Party is intended to be a third party beneficiary of this Section 7.11 and may specifically enforce its terms. This Section 7.11 shall not limit or otherwise adversely affect any rights any indemnified Party may have under any agreement with the Company or under the Company's Certificate of Incorporation or bylaws as presently in effect. (b) Without limiting any of the obligations under paragraph (a) of this Section 7.11, Parent agrees that all rights to indemnification and all limitations of liability existing in favor of the indemnified Parties as provided in the Company's Certificate of Incorporation or Bylaws or in the similar governing documents of any of the Company's subsidiaries as in effect as of the date of this Agreement or as provided in the indemnification agreements of the Company with respect to matters occurring on or prior to the Effective Time shall survive the Merger and shall continue in full force and effect, without any amendment thereto, for a period of six years from the Effective Time; provided, however, that all rights to indemnification in respect of any claim, action, suit, proceeding or investigation asserted or made within such period shall continue until the final disposition of such claim, action, suit, proceeding or investigation; provided, further, however, that nothing contained in this Section 7.11(b) shall be deemed to preclude the liquidation, consolidation or merger of the Company or any of the Company's subsidiaries, in which case all of such rights to indemnification and limitations on liability shall be deemed to so survive and continue notwithstanding any such liquidation, consolidation or merger and shall constitute rights which may be asserted against Parent. (c) In the event that PalEx the Surviving Corporation or Parent or any of its their successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then and in each such case, proper provisions shall be made so that the successors and assigns of PalEx the Surviving Corporation or Parent shall assume the obligations set forth in this Section 7.77.11. (d) For a period of six years after the Effective Time, the Surviving Corporation shall cause to be maintained in effect the current policies of directors' and officers' liability insurance maintained by the Company (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from facts or events that occurred before the Effective Time; provided, however, that in no event shall the Surviving Corporation be required to expend pursuant to this Section 7.11(c) more than an amount equal to 150% of current annual premiums paid by the Company for such insurance (which premiums the Company represents and warrants to be approximately $190,000 in the aggregate).

Directors’ and Officers’ Indemnification. (a) After For the Effective Timeperiod of six (6) years following the Closing Date, PalEx shall, Purchaser will cause the Company to the fullest extent permitted under applicable law, indemnify and hold harmlessharmless each Person who is now, each present and former directoror has been at any time prior to the date of this Agreement or who becomes prior to the Closing Date, officer and agent an officer, director or employee of the Company or any of its Subsidiaries (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES"“Company Indemnified Parties”) against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages, liabilities and amounts all Losses paid in settlement settlement, in each case to the extent actually and reasonably incurred with the approval of the indemnifying party, which approval shall not be unreasonably withheld or delayed (the “Company Indemnified Liabilities”) of or in connection with any claim, action, suit, proceeding or investigationinvestigation by reason of the fact that such Person is or was a director, officer or employee of the Company or any of its Subsidiaries, whether civil, criminal, administrative pertaining to any matter existing or investigative, arising out of, relating to occurring at or in connection with any action or omission of PalEx occurring prior to the Effective Time (Closing Date and whether asserted or claimed prior to, or at or after the Closing Date, including, without limitation, acts all Company Indemnified Liabilities based on, primarily arising out of, or omissions primarily relating to this Agreement or the transactions contemplated hereby (to the extent that such Losses arose from or are related directly to this Agreement or the transactions contemplated hereby), in connection with such persons serving as an officereach case to the full extent a corporation is permitted by law to indemnify its own directors, director or other fiduciary in any entity if such service was at officers and employees (the request or for the benefit of the Company“Company Indemnified Proceedings”). In the event any Company Indemnified Party is or becomes involved in any Company Indemnified Proceeding, Purchaser shall, or shall cause the Company to, pay expenses in advance of the final disposition of any such claimCompany Indemnified Proceeding to each Company Indemnified Party to the full extent permitted by law upon receipt of any undertaking contemplated by Section 145 of the Delaware General Corporation Law (“DGCL”). Without limiting the foregoing, action, suit, proceeding or investigation (whether arising before or after in the Effective Time)event any such Company Indemnified Proceeding is brought against any Company Indemnified Party, (i) PalEx shall pay the reasonable fees and expenses Company Indemnified Party may retain counsel of counsel selected by the indemnified parties, its choosing which counsel shall be reasonably satisfactory to PalExthe Purchaser and the Company, (ii) Purchaser shall, or shall cause the Company to, pay all reasonable and documented fees and expenses of one counsel for all of the Company Indemnified Parties with respect to each such Company Indemnified Proceeding unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Company Indemnified Parties, in which case Purchaser shall, or shall cause the Company to, pay the reasonable and documented fees of such additional counsel required by such conflict, promptly after as statements therefor are received, and (iiiii) PalEx Purchaser will, and will cooperate cause the Company to, use commercially reasonable efforts to assist in the vigorous defense of any such matter; provided, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVERhowever, that PalEx neither Purchaser nor the Company shall not be liable for any settlement of any claim effected without its written consent (consent, which consent shall not be unreasonably withheldwithheld or delayed. Any Company Indemnified Party wishing to claim indemnification under this Section 5.7 upon becoming aware of any such Company Indemnified Proceeding shall promptly notify Purchaser and the Company (but the failure to so notify Purchaser or the Company shall not relieve Purchaser or the Company from any liability it may have under this Section 5.7 except to the extent such failure materially prejudices Purchaser or the Company), and shall deliver to Purchaser and the Company the undertaking contemplated by Section 145 of the DGCL. (b) For a period of six (6) years following the Closing Date, Purchaser will, and will cause the Company to, fulfill and honor in all respects the obligations of the Company pursuant to the indemnification agreements between the Company or any Subsidiary and the Indemnified Parties set forth in the Seller Disclosure Letter, subject to applicable law. For a period of six (6) years following the Closing Date, the certificate of incorporation and bylaws of the Company will contain provisions with respect to exculpation and indemnification that are at least as favorable to the Indemnified Parties as those contained in the certificate of incorporation and bylaws of the Company as in effect on the date hereof, which provisions will not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of Indemnified Parties. (c) This Section 5.7 is intended to be for the benefit of, and shall be enforceable by the Indemnified Parties and their heirs and personal representatives and shall be binding on Purchaser and the Company and their respective successors and assigns. In the event that PalEx Purchaser or any of its successors the Company or assigns their respective successor or assign (i) consolidates with or merges into any other person Person and shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any personPerson, then then, and in each such case, proper provisions provision shall be made so that the successors successor and assigns assign of PalEx shall assume Purchaser or the Company, as the case may be, honor the obligations set forth with respect to Purchaser or the Company, as the case may be, in this Section 7.75.7. (d) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights of the Company Indemnified Parties to directors’ and officers’ insurance claims under any policy of the Seller, the Company or any of their Affiliates in existence on or prior to the Closing Date, it being understood and agreed that the indemnification provided for in this Section 5.7 is not prior to or in substitution for any such claims under such policy. (e) Notwithstanding any provision of this Section 5.7 to the contrary, none of the Company, the Purchaser or any Affiliate of either shall be obligated to Seller pursuant to this Agreement to indemnify, or maintain insurance for the benefit of, any Company Indemnified Party in respect of any claim brought against any such Company Indemnified Party by the Seller or any Affiliate or stockholder of the Seller, solely in his or her capacity as a stockholder of Seller, with respect to matters occurring prior to the Closing Date.

Directors’ and Officers’ Indemnification. (a) After the Effective Time, PalEx Parent and the Surviving Corporation shall, to the fullest extent permitted under applicable law, jointly and severally indemnify and hold harmless, each present and former director, officer officer, employee and agent of the Company or any of its subsidiaries (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTYIndemnified Party" and collectively, the "INDEMNIFIED PARTIESIndemnified Parties") against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company)) or arising out of or pertaining to the transactions contemplated by this Agreement. In furtherance of the foregoing agreement, the Surviving Corporation hereby affirms its obligations as the surviving corporation of the Merger after the Effective Time under the Indemnification Agreements between the Company and its officers and directors which are identified in Schedule 8.8 of the Disclosure Schedule, true, correct and complete copies of which have been made available to the Parent or its counsel. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) PalEx Parent and the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the indemnified partiesIndemnified Parties, which counsel shall be reasonably satisfactory to PalExParent and the Surviving Corporation, promptly after statements therefor are received, (ii) PalEx Parent and the Surviving Corporation will cooperate in the defense of any such matter, and (iii) any determination required to be made with respect to whether an indemnified partyIndemnified Party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws BCL shall be made by independent outside legal counsel acceptable to PalEx as the case may beParent, the Surviving Corporation and the indemnified partyIndemnified Party; PROVIDEDprovided, HOWEVERhowever, that PalEx neither Parent nor the Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). (b) For a period of three (3) years following the Effective Date, Parent and the Surviving Corporation shall maintain in full force and effect a policy of directors and officers liability insurance in an amount which is not less than the coverage presently maintained by the Company and covering each individual who served as an officer or director of the Company prior to the Effective Time; provided, however, that Parent and the Surviving Corporation shall not be required to pay annual premiums for such insurance in excess of Two Hundred Percent (200%) of the amount currently paid by the Company for the coverage presently maintained and, as a result, Parent may reduce the amount of coverage provided under this subsection so its cost for such coverage is Two Hundred Percent (200%) of the amount currently paid by the Company for the coverage presently maintained. (c) In the event that PalEx the Surviving Corporation or Parent or any of its their successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then and in each such case, proper provisions shall be made so that the successors and assigns of PalEx the Surviving Corporation or Parent shall assume the obligations set forth in this Section 7.78.8.

Directors’ and Officers’ Indemnification. (a) After From and after the Effective Time, PalEx shall, to Acquiror and the fullest extent permitted under applicable law, Surviving Corporation shall indemnify and hold harmless, harmless each present current (as of the Effective Time) and former director, officer and agent director of the Company and its Subsidiaries (eachwhen acting in such capacity) (the “Indemnified Parties”), together with such person's heirsagainst all claims, executors or administratorslosses, an "INDEMNIFIED PARTY" and collectivelyliabilities, the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys fees)damages, judgments, finesinquiries, lossesfines and reasonable fees, claimscosts and expenses, damagesincluding attorneys’ fees and disbursements (collectively, liabilities and amounts paid in settlement “Costs”), incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, Proceeding arising out of, relating of or pertaining to the fact that the Indemnified Party is or in connection with was at any action or omission of PalEx occurring time prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, a director or other fiduciary in any entity if such service was at the request or for the benefit officer of the Company). In Company or its Subsidiaries, pertaining to any matter existing or occurring at or prior to the event of any such claimEffective Time and whether asserted or claimed prior to, action, suit, proceeding or investigation (whether arising before at or after the Effective Time), (i) PalEx shall pay to the reasonable fees and same extent such Persons are indemnified or have the right to advancement of expenses as of counsel selected the date hereof by the indemnified partiesCompany pursuant to the Company Certificate, which counsel shall be reasonably satisfactory to PalExthe Company Bylaws and indemnification agreements, promptly after statements therefor are receivedif any, (ii) PalEx will cooperate in existence on the defense of any such matter, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld)date hereof. (b) The parties agree that all rights to indemnification, including provisions relating to advances of expenses, existing in favor of the Indemnified Parties as provided in Section 5.19(a), will survive the Merger and will continue in full force and effect for a period of not less than six years from the Effective Time; provided, however, that all rights to indemnification in respect of any claim asserted, made or commenced within such period will continue until the final disposition of such claim. (c) The provisions of this Section 5.19 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties and their respective heirs and legal representatives. The indemnification provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to law, contract or otherwise. (d) In the event that PalEx either Acquiror or any of its the Surviving Corporation or their respective successors or assigns (i) consolidates with or merges into any other person Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any personPerson, then then, and in each such case, proper provisions provision shall be made so that the successors and assigns of PalEx Acquiror or the Surviving Corporation, as the case may be, shall assume succeed to the obligations set forth in this Section 7.75.19. (e) As of the Effective Time, the Surviving Corporation shall have purchased, and shall maintain, a tail policy to the current policy of directors’ and officers’ liability insurance maintained on the date hereof by the Company (the “Current Policy”) which tail policy shall be effective for a period from the Effective Time through and including the date six years after the Effective Time with respect to claims arising from facts or events that existed or occurred prior to or at the Effective Time, and which tail policy shall contain substantially the same coverage and amount as, and contain terms and conditions no less advantageous, in the aggregate, than the coverage currently provided by the Current Policy.

Directors’ and Officers’ Indemnification. (a) After For six years after the earlier of (i) the date on which the designees of Parent have been elected to the Board of Directors of the Company pursuant to Section 1.3 hereof and constitute a majority of the members thereof and (ii) the Effective Time, PalEx Parent shall, to or shall cause the fullest extent permitted under applicable lawSurviving Corporation to, indemnify indemnify, defend and hold harmless, each harmless the present and former directorofficers, officer directors, employees and agent agents of the Company and its Subsidiaries (each, together with such person's heirs, executors or administrators, other than POL) (each an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIESIndemnified Party") against any costs or all losses, claims, damages, liabilities, fees and expenses (including reasonable attorneys fees), fees and disbursements of counsel and judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection (provided that any such settlement is effected with any claim, action, suit, proceeding the prior written consent of Parent or investigation, whether civil, criminal, administrative or investigative, the Surviving Corporation)) arising out of, relating to of actions or in connection with any action omissions occurring at or omission of PalEx occurring prior to the Effective Time (includingto the full extent permitted under Pennsylvania law, without limitationthe Company's articles of incorporation, acts bylaws or omissions written indemnification agreements that are listed on Schedule 6.9(a) hereto and have been delivered to the Company prior to the date hereof, in connection with such persons serving each case as an officer, director or other fiduciary in any entity if such service was effect at the request or for date hereof, including provisions therein relating to the benefit advancement of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) PalEx shall pay the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate incurred in the defense of any action or suit; PROVIDED, that in the event any claim or claims are asserted or made within such mattersix-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and (iii) all such claims; and PROVIDED, FURTHER, that any determination required to be made with respect to whether an indemnified partyIndemnified Party's conduct complies with the standards set forth under Pennsylvania law, the DGCL Company's articles of incorporation or other applicable statutes and PalEx's bylaws or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx such agreements, as the case may be, shall be made by independent counsel mutually acceptable to Parent and the indemnified partyIndemnified Party; and PROVIDED, FURTHER, that nothing herein shall impair any rights or obligations of any present or former directors or officers of the Company. (b) Parent or the Surviving Corporation shall maintain the Company's existing officers' and directors' liability insurance policy ("D&O Insurance") for a period of not less than three years after the Effective Time; PROVIDED, that the Parent may substitute therefor policies of substantially similar coverage and amounts containing terms no less advantageous to such former directors or officers; PROVIDED, FURTHER, that if the existing D&O Insurance expires, is terminated or cancelled during such period, Parent or the Surviving Corporation will use its reasonable efforts to obtain substantially similar D&O Insurance; PROVIDED, HOWEVER, that PalEx in no event shall not the Company be liable required to pay aggregate premiums for any settlement effected without its written consent insurance under this Section 6.9 in excess of 125% of the aggregate premiums paid by the Company in 1994 (which consent shall not be unreasonably withheldon an annualized basis for such purpose) (the "1994 Premiums"). (b) . In the event that PalEx that, but for the last proviso of the immediately preceding sentence, Parent or any the Surviving Corporation would be required to expend more than 125% of its successors the 1994 Premiums, Parent or assigns (i) consolidates with or merges into any other person and the Surviving Corporation shall not be nonetheless purchase the continuing or surviving corporation or entity maximum amount of such consolidation or merger or (ii) transfers all or substantially all insurance obtainable by payment of its properties and assets annual premiums equal to any person, then and in each such case, proper provisions shall be made so that 125% of the successors and assigns of PalEx shall assume the obligations set forth in this Section 7.71994 Premiums.

Directors’ and Officers’ Indemnification. (a) After From and after the Company Merger Effective Time, PalEx Parent (the “Indemnifying Party”) shall, for a period of six (6) years from the Company Merger Effective Time: (i) indemnify and hold harmless each person who is at the date hereof, was previously, or is during any of the period from the date hereof until the Company Merger Effective Time, serving as a manager, director, officer or fiduciary of the Company or any of the Company Subsidiaries and acting in such capacity (collectively, the “Indemnified Parties”) to the fullest extent that a Maryland corporation is permitted under applicable law, to indemnify and hold harmless, each present and former director, officer and agent harmless its own such Persons under the applicable Laws of the State of Maryland, as now or hereafter in effect, in connection with any Claim with respect to matters occurring on or before the Company (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" Merger Effective Time and collectively, the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages, liabilities liabilities, costs, Claim Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, thereof) relating to or resulting from such Claim; and (ii) promptly pay on behalf of or advance to each of the Indemnified Parties, to the fullest extent that a Maryland corporation is permitted to indemnify and hold harmless its own such Persons under the applicable Laws of the State of Maryland, as now or hereafter in effect, any Claim Expenses incurred in defending, serving as a witness with respect to or otherwise participating with respect to any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Party of any Claim Expenses incurred by such Indemnified Party in connection with enforcing any action rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or omission other security, but subject to Parent’s receipt of PalEx occurring an undertaking by or on behalf of such Indemnified Party to repay such Claim Expenses if it is ultimately determined under applicable Laws or any of the Company Governing Documents that such Indemnified Party is not entitled to be indemnified; provided, however, that if, at any time prior to the sixth (6th) anniversary of the Company Merger Effective Time, any Indemnified Party delivers to Parent a written notice asserting that indemnification is required in accordance with this Section 7.5 with respect to a Claim, then the provisions for indemnification contained in this Section 7.5 with respect to such Claim shall survive the sixth (6th) anniversary of the Company Merger Effective Time and shall continue to apply until such time as such Claim is fully and finally resolved. The Indemnifying Party shall not settle, compromise or consent to the entry of any judgment in, or seek termination with respect to, any actual or threatened Claim in respect of which indemnification may be sought by an Indemnified Party hereunder unless such settlement, compromise or judgment includes an unconditional release of such Indemnified Parties from all liability arising out of such Claim. No Indemnified Party shall be liable for any amounts paid in any settlement effected without its prior express written consent. (includingb) Without limiting the foregoing, without limitation, each of the Parent Parties agrees that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Company Merger Effective Time now existing in connection favor of the current or former directors, officers, agents or fiduciaries of the Company or any of the Company Subsidiaries as provided in the Company Governing Documents and indemnification or similar agreements of the Company shall survive the Company Merger and shall continue in full force and effect in accordance with their terms, and shall not be amended, repealed or modified in a manner adverse to the Indemnified parties for a period of six (6) years following the Company Merger Effective Time; provided, however, that if at any time prior to the sixth (6th) anniversary of the Company Merger Effective Time, any Indemnified Party delivers to Parent a written notice asserting that indemnification is required in accordance with this Section 7.5 with respect to a Claim, then the provisions for indemnification contained in this Section 7.5 with respect to such persons serving Claim shall survive the sixth (6th) anniversary of the Company Merger Effective Time and shall continue to apply until such time as such Claim is fully and finally resolved. (c) Prior to the Company Merger Effective Time, the Company shall obtain and fully pay the premium for, and Parent shall maintain in full force and effect (and the obligations under to be honored), during the six (6) year period beginning on the date of the Company Merger Effective Time, a “tail” prepaid directors’ and officers’ liability insurance policy or policies (which policy or policies by their respective express terms shall survive the Mergers) from the Company’s current insurance carrier or an officerinsurance carrier with the same or better credit rating as the Company’s current insurance carrier, director of at least the same coverage and amounts and containing terms and conditions, retentions and limits of liability that are no less favorable than the Company’s and the Company Subsidiaries’ existing directors’ and officers’ liability policy or other fiduciary in any entity if such service was at the request or policies for the benefit of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) PalEx shall pay the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate in the defense of any such matter, and (iii) any determination required to be made Indemnified Parties with respect to whether directors’ and officers’ liability insurance for Claims arising from facts or events that occurred on or prior to the Company Merger Effective Time; provided, however, that in no event shall the aggregate premium payable for such “tail” insurance policy exceed an indemnified party's conduct complies with amount equal to 300% of the standards annual premium paid by the Company for its directors’ and officers’ liability insurance as set forth under in Section 7.5(c) of the DGCL Company Disclosure Schedule (such amount being the “Maximum Premium”). If the Company is unable to obtain the “tail” insurance described in the first sentence of this Section 7.5(c) for an amount equal to or other applicable statutes and PalEx's or less than the Surviving Corporation's respective Certificates of Incorporation or By-Laws Maximum Premium, the Company shall be made by independent legal counsel acceptable entitled to PalEx obtain as much comparable “tail” insurance as reasonably available for an aggregate cost equal to the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld)Maximum Premium. (bd) In the event that PalEx or If any of Parent or its successors or assigns (i) consolidates with or merges with or into any other person Person and shall not be the continuing or surviving corporation company, partnership or other entity of such consolidation or merger or (ii) liquidates, dissolves or winds-up, or transfers or conveys all or substantially all of its properties and assets to any personPerson, then then, and in each such case, proper provisions provision shall be made so that the successors and assigns of PalEx Parent shall assume the obligations set forth in this Section 7.77.5. (e) The provisions of this Section 7.5 are intended to be for the express benefit of, and shall be enforceable by, each Indemnified Party and other Person referred to in this Section 7.5 (who are intended to be third party beneficiaries of this Section 7.5), his or her heirs and his or her personal representatives, shall be binding on all successors and assigns of Parent and the Company, and shall not be amended in a manner that is adverse to the Indemnified Party (including his or her successors, assigns and heirs) without the prior written consent of the Indemnified Party (including the successors, assigns and heirs) affected thereby. The exculpation and indemnification provided for by this Section 7.5 shall be in addition to, and not in substitution for, any other rights to indemnification or exculpation which an Indemnified Party and other Person referred to in this Section 7.5 is entitled, whether pursuant to applicable Law, contract or otherwise.

Directors’ and Officers’ Indemnification. (a) After From and after the Company Merger Effective Time, PalEx shallParent (the “Indemnifying Party”) shall (or shall cause Parent OP to), for a period of six (6) years from the Company Merger Effective Time: (i) indemnify, defend and hold harmless each person who is at the date hereof, was previously, or is during any of the period from the date hereof until the Company Merger Effective Time, serving as a manager, director, officer, trustee or fiduciary of the Company or any of the Company Subsidiaries and acting in such capacity (collectively, the “Indemnified Parties”) to the fullest extent that a Maryland real estate investment trust, or with respect to the Partnership, a Delaware limited partnership, is permitted under applicable lawto indemnify, indemnify defend and hold harmlessharmless its own such Persons under the MRL or the DRULPA, each present and former directoras applicable, officer and agent or any other applicable Laws of the State of Maryland or the State of Delaware, as applicable, as now or hereafter in effect, in connection with any Claim with respect to matters occurring on or before the Company (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" Merger Effective Time and collectively, the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages, liabilities liabilities, costs, Claim Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, thereof) relating to or resulting from such Claim; and (ii) promptly pay on behalf of or advance to each of the Indemnified Parties, to the fullest extent that a Maryland real estate investment trust or a Delaware limited partnership, as applicable, is permitted to indemnify, defend and hold harmless its own such Persons under the MRL or the DRULPA, as applicable, or any other applicable Laws of the State of Maryland or the State of Delaware, as applicable, as now or hereafter in effect, any Claim Expenses incurred in defending, serving as a witness with respect to or otherwise participating with respect to any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Party of any Claim Expenses incurred by such Indemnified Party in connection with enforcing any action rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or omission other security, but subject to Parent’s receipt of PalEx occurring an undertaking by or on behalf of such Indemnified Party to repay such Claim Expenses if it is ultimately determined under applicable Laws or any of the Company Governing Documents that such Indemnified Party is not entitled to be indemnified; provided, however, that if, at any time prior to the Effective Time sixth (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit 6th) anniversary of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Company Merger Effective Time), (i) PalEx shall pay the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory any Indemnified Party delivers to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate Parent a written notice asserting that indemnification is required in the defense of any such matter, and (iii) any determination required to be made accordance with this Section 7.5 with respect to whether an indemnified party's conduct complies a Claim, then the provisions for indemnification and advancement of expenses contained in this Section 7.5 with respect to such Claim shall survive the standards set forth under sixth (6th) anniversary of the DGCL or other applicable statutes Company Merger Effective Time and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable continue to PalEx apply until such time as the case may be, such Claim is fully and the indemnified party; PROVIDED, HOWEVER, that PalEx finally resolved. The Indemnifying Party shall not settle, compromise or consent to the entry of any judgment in, or seek termination with respect to, any actual or threatened Claim in respect of which indemnification may be sought by an Indemnified Party hereunder unless such settlement, compromise or judgment includes an unconditional release of such Indemnified Parties from all liability arising out of such Claim. No Indemnified Party shall be liable for any amounts paid in any settlement effected without its prior express written consent. No Indemnified Party shall settle, compromise or consent to the entry of any judgment in, or seek termination with respect to, any actual or threatened Claim in respect of which indemnification may be sought by an Indemnified Party hereunder without the prior written consent of the Indemnifying Party (which such consent shall not be unreasonably withheld, conditioned, or delayed). (b) In Without limiting the event foregoing, each of the Parent Parties agrees that PalEx all rights to indemnification, exculpation from liabilities and advancement of expenses for acts or omissions occurring at or prior to the Company Merger Effective Time now existing in favor of the current or former directors, officers, trustees, agents or fiduciaries of the Company or any of the Company Subsidiaries as provided in the Company Governing Documents and indemnification or similar agreements of the Company shall survive the Company Merger and shall continue in full force and effect in accordance with their terms, and shall not be amended, repealed or modified in a manner adverse to the Indemnified Parties, for a period of six (6) years following the Company Merger Effective Time; provided, however, that if, at any time prior to the sixth (6th) anniversary of the Company Merger Effective Time, any Indemnified Party delivers to Parent a written notice asserting that indemnification is required in accordance with this Section 7.5 with respect to a Claim, then the provisions for indemnification contained in this Section 7.5 with respect to such Claim shall survive the sixth (6th) anniversary of the Company Merger Effective Time and shall continue to apply until such time as such Claim is fully and finally resolved. (c) Prior to the Company Merger Effective Time, the Company shall obtain and fully pay the premium for, and Parent shall maintain in full force and effect (and cause the obligations thereunder to be honored), during the six (6) year period beginning on the date of the Company Merger Effective Time, a “tail” prepaid directors’ and officers’ liability insurance policy or policies (which policy or policies by their respective express terms shall survive the Mergers) from the Company’s current insurance carrier or an insurance carrier with the same or better credit rating as the Company’s current insurance carrier, of at least the same coverage and amounts and containing terms and conditions, retentions and limits of liability that are no less favorable than the Company’s and the Company Subsidiaries’ existing directors’ and officers’ liability policy or policies for the benefit of the Indemnified Parties with respect to directors’ and officers’ liability insurance for Claims arising from facts or events that occurred on or prior to the Company Merger Effective Time; provided, however, that in no event shall the aggregate premium payable for such “tail” insurance policy exceed an amount equal to three hundred percent (300%) of the annual premium paid by the Company for its directors’ and officers’ liability insurance as set forth in ‎Section 7.5(c) of the Company Disclosure Letter (such amount being the “Maximum Premium”). If the Company is unable to obtain the “tail” insurance described in the first sentence of this Section 7.5(c) for an amount equal to or less than the Maximum Premium, the Company shall be entitled to obtain as much comparable “tail” insurance as reasonably available for an aggregate cost equal to the Maximum Premium. (d) If any of Parent or its successors or assigns (i) consolidates with or merges with or into any other person Person and shall not be the continuing or surviving corporation company, partnership or other entity of such consolidation or merger or (ii) liquidates, dissolves or winds-up, or transfers or conveys all or substantially all of its properties and assets to any personPerson, then then, and in each such case, proper provisions provision shall be made so that the successors and assigns of PalEx Parent shall assume the obligations set forth in this Section 7.77.5. (e) Parent shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided in this Section 7.5; provided, however, that such Indemnified Party provides an undertaking to repay such expenses if it is determined by a final and non-appealable judgment of a court of competent jurisdiction that such Person is not legally entitled to indemnification under applicable Law. (f) The provisions of this Section 7.5 are intended to be for the express benefit of, and shall be enforceable by, each Indemnified Party referred to in this Section 7.5 (who are intended to be third party beneficiaries of this Section 7.5), his or her heirs and his or her personal representatives, shall be binding on all successors and assigns of Parent and the Company, and shall not be amended in a manner that is adverse to the Indemnified Party (including his or her successors, assigns and heirs) without the prior written consent of the Indemnified Party (including any such successors, assigns and heirs) affected thereby. The indemnification, exculpation and advancement provided for by this Section 7.5 shall be in addition to, and not in substitution for, any other rights to indemnification, exculpation or advancement which an Indemnified Party and other Person referred to in this Section 7.5 is entitled, whether pursuant to applicable Law, contract or otherwise.

Directors’ and Officers’ Indemnification. (a) After From and after the Effective Time, PalEx shallParent and Surviving Company shall indemnify, defend and hold harmless each person who is now, or has been at any time prior to the fullest extent permitted under applicable lawdate hereof, indemnify and hold harmlessor who becomes prior to the Effective Time, each present and former directoran officer, officer and agent director or employee of the Company or any of the Company Subsidiaries (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES") against any costs or (i) all losses, expenses (including reasonable attorneys feesattorneys' fees and expenses), judgments, fines, losses, claims, damagesdamages or liabilities or, liabilities and subject to the proviso of the next succeeding sentence, amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativesettlement, arising out of, relating to of actions or in connection with any action omissions occurring at or omission of PalEx occurring prior to the Effective Time (includingand whether asserted or claimed prior to, without limitationat or after the Effective Time) that are, acts in whole or omissions in connection part, based on or arising out of the fact that such person is or was a director, officer or employee of the Company or any of the Company Subsidiaries or served as a fiduciary under or with respect to any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of the Company Subsidiaries ("INDEMNIFIED LIABILITIES"), and (ii) all Indemnified Liabilities to the extent they are based on or arise out of or pertain to the transactions contemplated by this Agreement. Without limitation to clauses (i) and (ii), Parent and the Surviving Company shall indemnify, defend and hold harmless, and provide advancement of expenses to, all past and present officers, directors and employees of the Company and the Company Subsidiaries (in all of their capacities) to the same extent such persons serving are indemnified or have the right to advancement of expenses as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the date of this Agreement by the Company pursuant to the Company)'s certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time)Indemnified Liability, (i) PalEx Parent and Surviving Company shall pay the reasonable fees and expenses of counsel selected by the indemnified partiesIndemnified Parties, which counsel shall be reasonably satisfactory to PalExParent, promptly after statements therefor are receivedreceived and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, (ii) PalEx will Parent shall cooperate in the defense of any such matter, matter and (iii) any determination required to be made with respect to whether an indemnified partyIndemnified Party's conduct complies with the standards set forth under applicable law and the DGCL certificate of incorporation or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or Byby-Laws laws shall be made by independent legal counsel mutually acceptable to PalEx as the case may be, Parent and the indemnified partyIndemnified Party; PROVIDEDprovided, HOWEVER51 however, that PalEx Parent and the Surviving Company shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheldwithheld or delayed). If any Indemnified Party is required to bring any action to enforce rights or to collect moneys due under this Agreement and is successful in such action, Parent and the Surviving Company shall reimburse such Indemnified Party for all of its expenses reasonably incurred in connection with bringing and pursuing such action including, without limitation, reasonable attorneys' fees and costs. In addition, from and after the Effective Time, directors and officers of the Company who become directors or officers of Parent will be entitled to indemnification to the extent provided in Parent's certificate of incorporation and by-laws, as the case may be, as the same may be amended from time to time in accordance with their terms and applicable law. (b) In the event that PalEx If Parent or any of its successors or assigns (i) consolidates with or merges into any other person and shall is not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then then, and in each such case, proper provisions shall provision will be made so that the successors and assigns of PalEx shall Parent assume the obligations set forth in this Section 7.7SECTION 5.14 (c) For six years after the Effective Time, Parent shall maintain in effect directors' and officers' liability insurance covering acts or omissions occurring prior to the Effective Time with respect to those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms with respect to such coverage and amount no less favorable than those of the policy of the Company in effect on the date hereof; provided, however, that in no event will Parent be required to pay aggregate annual premiums for insurance under this SECTION 5.14(c) in excess of twice the most recent aggregate annual premium paid by the Company for such purpose (which annual aggregate premium the Company represents and warrants to be $1,972,200 in the aggregate); provided, further, that if the annual premiums of such insurance coverage exceed such amount, Parent will be obligated to obtain a policy with the best coverage available, in the reasonable judgment of the Board of Directors of Parent, for a cost up to but not exceeding such amount. In addition, for six years after the Effective Time, Parent shall maintain in effect fiduciary liability insurance policies for employees who serve or have served as fiduciaries under or with respect to any employee benefit plans described in SECTION 5.14 of the Company Disclosure Schedule with coverages and in amounts no less favorable than those of the policies of the Company in effect on the date hereof. (d) The provisions of this SECTION 5.14(i) are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise.

Directors’ and Officers’ Indemnification. (a) After From and after the Effective Time, PalEx shall, to in the fullest extent permitted under applicable law, indemnify and hold harmless, each present and former director, officer and agent event of the Company (each, together with such person's heirs, executors any threatened or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual claim, action, suit, proceeding or investigation, whether civil, criminalcriminal or administrative, administrative including, without limitation, any such claim, action, suit, proceeding or investigativeinvestigation in which any person who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director, an officer or employee of Lebenthal or any of its Subsidiaries (the "Indemnified Parties") is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, relating or pertaining to (i) the fact that he or in connection with she is or was a director, officer or employee of Lebenthal or any action of its Subsidiaries or omission of PalEx occurring was prior to the Effective Time serving at the request of any such party as a director, officer, fiduciary or agent of another corporation, partnership, trust or other enterprise or (includingii) this Agreement, without limitationor any of the transactions contemplated hereby and all actions properly taken by an Indemnified Party in connection herewith, acts whether in any case asserted or omissions arising before or after the Effective Time, the parties hereto agree to cooperate in connection with defending against and responding to such persons serving proceedings. (b) It is understood and agreed that after the Effective Time, AGI shall indemnify and hold harmless, as and to the fullest extent permitted by the corporate governance documents of Lebenthal or its Subsidiaries as of the date hereof and by law, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys' fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by law upon receipt of an officerundertaking, director to the extent required by the NYBCL, from such Indemnified Party to repay such advanced expenses if it is finally and unappealably determined that such Indemnified Party was not entitled to indemnification hereunder), judgments, fines and amounts paid in settlement ("Losses") in connection with any such threatened or actual claim, action, suit, proceeding or investigation, and in the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted or arising before or after the Effective Time) (collectively, "Claims"), the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with AGI; provided, however, that except as otherwise specified by the corporate governance documents of Lebenthal or its Subsidiaries, (i) AGI shall have the right to assume the defense thereof by retaining counsel reasonably satisfactory to the Indemnified Parties and committing in writing that AGI will indemnify the Indemnified Parties for any such Losses, and upon such assumption AGI shall not be liable to any Indemnified Party for any legal expenses of other fiduciary counsel or any other expenses subsequently incurred by any Indemnified Party in any entity connection with the defense thereof, except that if AGI elects not to assume such service was at the request defense or counsel for the benefit Indemnified Parties advises the Indemnified Parties that there are or may be (whether or not any have yet actually arisen) issues which raise conflicts of interest between AGI and the CompanyIndemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them, and AGI shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties, (ii) AGI shall be obligated pursuant to this paragraph to pay for only one firm of counsel for all Indemnified Parties with respect to any Claim or series of related Claims, (iii) AGI shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld or delayed). In , and (iv) AGI shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification of such Indemnified Party in the event manner contemplated hereby is prohibited by the corporate governance documents of Lebenthal or its Subsidiaries or applicable law. (c) Any Indemnified Party wishing to claim indemnification under this Section, upon learning of any such claim, action, suit, proceeding or investigation investigation, shall notify AGI thereof in writing, provided that the failure to so notify shall not affect the obligations of AGI under this Section except (whether arising before and only) to the extent such failure to notify materially prejudices the Surviving Corporation. (d) Without limiting any of the obligations under this Section, AGI agrees that all rights to indemnification and all limitations of liability existing in favor of the Indemnified Parties as provided in Lebenthal's Certificate of Incorporation or after Bylaws or in the similar governing documents of any of Lebenthal's Subsidiaries as in effect as of the date of this Agreement with respect to matters occurring on or prior to the Effective Time shall survive the Merger and shall continue in full force and effect for six years thereafter, without any amendment thereto; provided, however, that in the event that any claim or claims for indemnification are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims; and, provided, further, that nothing contained in this subsection (d) shall be deemed to preclude the liquidation, consolidation or merger of Lebenthal or any Subsidiary thereof, in which case all of such rights to indemnification and limitations on liability shall be deemed to so survive and continue notwithstanding any such liquidation, consolidation or merger and shall constitute rights which may be asserted against AGI or its successor. (e) This Section 5.11 shall survive the consummation of the Merger at the Effective Time), (i) PalEx shall pay is intended to benefit the reasonable fees and expenses of counsel selected by the indemnified partiesIndemnified Parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate in the defense of any such matter, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). (b) In the event that PalEx or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers binding on all or substantially all of its properties and assets to any person, then and in each such case, proper provisions shall be made so that the successors and assigns of PalEx the Surviving Corporation and shall assume be enforceable by the obligations set forth in this Section 7.7Indemnified Parties.

Directors’ and Officers’ Indemnification. (a) After Subsequent to the Effective Time, PalEx Acquisition shall cause the Surviving Corporation to, and the Surviving Corporation and Parent, jointly and severally, shall, to the fullest extent permitted under applicable law, indemnify and hold harmless, harmless each present and former director, director and officer and agent of the Company (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIESIndemnified Parties") against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement all losses in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating of or pertaining to or in connection with any action or omission of PalEx in their capacity as director or officer occurring prior to before the Effective Time (includingTime, without limitationwhether asserted or claimed prior to, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), for a period of six years after the Closing Date, in each case to the fullest extent permitted under applicable Law (i) PalEx and shall pay any expenses in advance of the reasonable fees final disposition of such action or proceeding to each Indemnified Party to the fullest extent permitted under applicable Law, upon receipt from the Indemnified Party to whom expenses are advanced of an undertaking to repay such advances as required under applicable Law); provided, however, that, if any claim for indemnification is asserted or made within such six year period, all rights to indemnification in respect of such claim 44 51 shall continue until the disposition of such claim. Until the Effective Time, the Company shall keep in effect Article 7 of its certificate and expenses Article 5 of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate in the defense of any such matterits bylaws, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or thereafter for a period of six years the Surviving Corporation's respective Certificates Corporation shall keep in effect in its certificate and bylaws provisions which provide for indemnification exculpation to the extent provided for in Article 7 and Article 5 of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may becertificate and bylaws, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld)respectively. (b) In the event that PalEx the Surviving Corporation or any of its respective successors or assigns (i) consolidates with or merges into any other person Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any personPerson, then then, and in each such case, proper provisions provision shall be made by the Surviving Corporation so that the successors and assigns of PalEx the Surviving Corporation shall assume the obligations set forth in this Section 7.78.2. (c) Parent and Acquisition shall cause to be maintained in effect for not less than four years after the Effective Time the current policies, or substantially similar policies, of directors' and officers' liability insurance maintained by the Company with respect to matters existing or occurring at or prior to the Effective Time; provided, however, the Parent and Acquisition shall not be required to expend an amount greater than 150% of the annual premium of the current policy.

Directors’ and Officers’ Indemnification. (a) After From and after the Company Merger Effective Time, PalEx shallParent (the “Indemnifying Party”) shall (or shall cause Parent OP to), for a period of six (6) years from the Company Merger Effective Time: (i) indemnify and hold harmless each person who is at the date hereof, was previously, or is during any of the period from the date hereof until the Company Merger Effective Time, serving as a manager, director, officer, trustee or fiduciary of the Company or any of the Company Subsidiaries and acting in such capacity (collectively, the “Indemnified Parties”) to the fullest extent that a Maryland corporation is permitted under applicable law, to indemnify and hold harmless, each present and former director, officer and agent harmless its own such Persons under the MGCL or any other applicable Laws of the State of Maryland, as now or hereafter in effect, in connection with any Claim with respect to matters occurring on or before the Company (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" Merger Effective Time and collectively, the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages, liabilities liabilities, costs, Claim Expenses, judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, thereof) relating to or resulting from such Claim; and (ii) promptly pay on behalf of or advance to each of the Indemnified Parties, to the fullest extent that a Maryland corporation is permitted to indemnify and hold harmless its own such Persons under the MGCL or any other applicable Laws of the State of Maryland, as now or hereafter in effect, any Claim Expenses incurred in defending, serving as a witness with respect to or otherwise participating with respect to any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Party of any Claim Expenses incurred by such Indemnified Party in connection with enforcing any action rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or omission other security, but subject to Parent’s receipt of PalEx occurring an undertaking by or on behalf of such Indemnified Party to repay such Claim Expenses if it is ultimately determined under applicable Laws or any of the Company Governing Documents that such Indemnified Party is not entitled to be indemnified; provided, however, that if, at any time prior to the Effective Time sixth (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit 6th) anniversary of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Company Merger Effective Time), (i) PalEx shall pay the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory any Indemnified Party delivers to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate Parent a written notice asserting that indemnification is required in the defense of any such matter, and (iii) any determination required to be made accordance with this Section 7.5 with respect to whether an indemnified party's conduct complies a Claim, then the provisions for indemnification contained in this Section 7.5 with respect to such Claim shall survive the standards set forth under sixth (6th) anniversary of the DGCL or other applicable statutes Company Merger Effective Time and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable continue to PalEx apply until such time as the case may be, such Claim is fully and the indemnified party; PROVIDED, HOWEVER, that PalEx finally resolved. The Indemnifying Party shall not settle, compromise or consent to the entry of any judgment in, or seek termination with respect to, any actual or threatened Claim in respect of which indemnification may be sought by an Indemnified Party hereunder unless such settlement, compromise or judgment includes an unconditional release of such Indemnified Parties from all liability arising out of such Claim. No Indemnified Party shall be liable for any amounts paid in any settlement effected without its prior express written consent. No Indemnified Party shall settle, compromise or consent to the entry of any judgment in, or seek termination with respect to, any actual or threatened Claim in respect of which indemnification may be sought by an Indemnified Party hereunder without the prior written consent of the Indemnifying Party (which such consent shall not be unreasonably withheld). (b) In Without limiting the event foregoing, each of the Parent Parties agrees that PalEx all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Company Merger Effective Time now existing in favor of the current or former directors, officers, trustees, agents or fiduciaries of the Company or any of the Company Subsidiaries as provided in the Company Governing Documents and indemnification or similar agreements of the Company shall survive the Company Merger and shall continue in full force and effect in accordance with their terms, and shall not be amended, repealed or modified in a manner adverse to the Indemnified Parties, for a period of six (6) years following the Company Merger Effective Time; provided that if, at any time prior to the sixth (6th) anniversary of the Company Merger Effective Time, any Indemnified Party delivers to Parent a written notice asserting that indemnification is required in accordance with this Section 7.5 with respect to a Claim, then the provisions for indemnification contained in this Section 7.5 with respect to such Claim shall survive the sixth (6th) anniversary of the Company Merger Effective Time and shall continue to apply until such time as such Claim is fully and finally resolved. (c) Prior to the Company Merger Effective Time, the Company shall obtain and fully pay the premium for, and Parent shall maintain in full force and effect (and cause the obligations thereunder to be honored), during the six (6) year period beginning on the date of the Company Merger Effective Time, a “tail” prepaid directors’ and officers’ liability insurance policy or policies (which policy or policies by their respective express terms shall survive the Mergers) from the Company’s current insurance carrier or an insurance carrier with the same or better credit rating as the Company’s current insurance carrier, of at least the same coverage and amounts and containing terms and conditions, retentions and limits of liability that are no less favorable than the Company’s and the Company Subsidiaries’ existing directors’ and officers’ liability policy or policies for the benefit of the Indemnified Parties with respect to directors’ and officers’ liability insurance for Claims arising from facts or events that occurred on or prior to the Company Merger Effective Time; provided, however, that in no event shall the aggregate premium payable for such “tail” insurance policy exceed an amount equal to 300% of the annual premium paid by the Company for its directors’ and officers’ liability insurance as set forth in Section 7.5(c) of the Company Disclosure Schedule (such amount being the “Maximum Premium”). If the Company is unable to obtain the “tail” insurance described in the first sentence of this Section 7.5(c) for an amount equal to or less than the Maximum Premium, the Company shall be entitled to obtain as much comparable “tail” insurance as reasonably available for an aggregate cost equal to the Maximum Premium. (d) If any of Parent or its successors or assigns (i) consolidates with or merges with or into any other person Person and shall not be the continuing or surviving corporation company, partnership or other entity of such consolidation or merger or (ii) liquidates, dissolves or winds-up, or transfers or conveys all or substantially all of its properties and assets to any personPerson, then then, and in each such case, proper provisions provision shall be made so that the successors and assigns of PalEx Parent shall assume the obligations set forth in this Section 7.77.5. (e) The provisions of this Section 7.5 are intended to be for the express benefit of, and shall be enforceable by, each Indemnified Party referred to in this Section 7.5 (who are intended to be third party beneficiaries of this Section 7.5), his or her heirs and his or her personal representatives, shall be binding on all successors and assigns of Parent and the Company, and shall not be amended in a manner that is adverse to the Indemnified Party (including his or her successors, assigns and heirs) without the prior written consent of the Indemnified Party (including any such successors, assigns and heirs) affected thereby. The exculpation and indemnification provided for by this Section 7.5 shall be in addition to, and not in substitution for, any other rights to indemnification or exculpation which an Indemnified Party and other Person referred to in this Section 7.5 is entitled, whether pursuant to applicable Law, contract or otherwise.

Directors’ and Officers’ Indemnification. (a) After the Effective Time, PalEx shall, to the fullest extent permitted under applicable law, indemnify and hold harmless, each present and former director, officer and agent Any indemnification provisions of the Company’s or any Company Subsidiary’s (eachexcluding LJR) certificate of incorporation and by-laws or similar organizational documents as in effect as of the date hereof shall not be amended, together with such person's heirsrepealed or otherwise modified for a period of six years from the Closing Date in any manner that would adversely affect the rights thereunder of individuals who at the Closing were directors, executors officers or administratorsemployees of the Company; provided, an "INDEMNIFIED PARTY" and collectivelyhowever, the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages, liabilities and amounts paid that all rights to indemnification in settlement in connection with respect of any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativeinvestigative (an “Action”) pending or asserted within such period shall continue until the disposition or resolution of such Action. From and after the Closing, Buyer shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.9, without limit as to time, except as with respect to the directors, officers or employees of the VAB Subsidiaries in their capacity as such. (b) Each of Buyer and the Surviving Corporation, shall, to the fullest extent (i) permitted under Applicable Laws and (ii) provided in the certificate of incorporation and by-laws of the Company as in effect as of the date of this Agreement, indemnify and hold harmless (and advance funds in respect of each of the foregoing) each present and former director, officer or employee of the Company and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (each, together with such person’s heirs, executors or administrators, an “Indemnified Person”) against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any Action), arising out of, relating to or in connection with any action or omission of PalEx occurring prior or alleged to have occurred before the Effective Time Closing (including, without limitation, including acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company)) or the Transactions. In the event of any such claimAction, action, suit, proceeding or investigation (whether arising before or after Buyer and the Effective Time), (i) PalEx Company shall pay cooperate with the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate Indemnified Person in the defense of any such matterAction. (c) For a period of six years after the Closing Date, Buyer shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained for the benefit of the Company (provided that Buyer may substitute therefor third-party policies of at least the same coverage and amounts containing terms and conditions that are in other respects not materially less advantageous to the Indemnified Persons, and (iiiwhich coverage and amounts shall be no less than the coverage and amounts provided at that time for Buyer’s directors and officers) any determination required to be made with respect to whether an indemnified party's conduct complies with matters arising on or before the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may beClosing; provided, and the indemnified party; PROVIDED, HOWEVERhowever, that PalEx Buyer shall not be liable required to pay annual premiums in excess of 200% of the last annual premium paid by the Company prior to the date hereof (the amount of which premium is set forth in Section 6.9(c) of the Company Disclosure Schedule), but in such case shall purchase as much coverage as reasonably practicable for any settlement effected without its written consent (which consent shall not be unreasonably withheld)such amount. (bd) In the event that PalEx Buyer, the Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of in such consolidation or merger merger, or (ii) transfers all or substantially all of its properties and assets to any person, then and in each either such case, proper provisions provision shall be made so that the successors and assigns of PalEx Buyer or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 7.76.9. The provisions of this Section 6.9 shall survive the consummation of the Transactions and expressly are intended to benefit each of the Indemnified Persons. Buyer shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Person in enforcing the indemnity and other obligations provided in this Section 6.9.

Directors’ and Officers’ Indemnification. (a) After In the Effective Time, PalEx shall, to the fullest extent permitted under applicable law, indemnify and hold harmless, each present and former director, officer and agent event of the Company (each, together with such person's heirs, executors any threatened or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual claim, action, suit, proceeding or investigation, whether civil, criminalcriminal or administrative (each, administrative a “Proceeding”), in which any Person who is now, or investigativehas been at any time prior to the Closing, a director, officer, employee or Affiliate of the Company (the “Indemnified Persons”) is, or is threatened to be, made a party thereto based in whole or in part on the fact that such Person is or was a director, officer, employee or Affiliate of the Company, whether in any case asserted or arising out ofbefore, relating on or after the Closing, the Company shall, to or the fullest extent permitted by law, indemnify and hold harmless such Indemnified Person from and against any and all losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys’ fees and expenses in advance of the final disposition of any Proceeding to each Indemnified Person to the fullest extent permitted by law), judgments, fines and amounts paid in settlement incurred in connection with any action or omission arising out of PalEx occurring prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) PalEx shall pay the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate in the defense of any such matter, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld)Proceeding. (b) In An Indemnified Person shall notify the event Company of the existence of a Proceeding for which such Indemnified Person is entitled to indemnification hereunder as promptly as reasonably practicable after such Indemnified Person learns of such Proceeding; provided, that PalEx the failure to so notify shall not affect the obligations of the Company under this Section 5.8 except to the extent such failure to notify actually prejudices the Company. The Company, at its expense, shall have the right to control the defense of the Proceeding with counsel selected by the Company and reasonably acceptable to the Indemnified Person. The Indemnified Person and the Company shall cooperate fully with each other in connection with the defense of any Proceeding. No settlement of a Proceeding may be made by the Company without the Indemnified Person’s consent which consent will not be unreasonably withheld, delayed or conditioned, except for a settlement which requires no more than a monetary payment for which the Indemnified Person is fully indemnified and which does not require the admission of liability. No settlement of a Proceeding may be made by an Indemnified Person without the consent of the Company, unless such consent is unreasonably withheld, delayed or conditioned. (c) The provisions of this Section 5.8 are intended to be for the benefit of, and enforceable by, each Indemnified Person and such Indemnified Person’s estate, heirs and representatives, and nothing herein shall affect any indemnification rights that any Indemnified Person or such Indemnified Person’s estate, heirs and representatives may have under the Company Charter Documents, any Legal Requirements, any contract or otherwise. (d) The obligations of its successors or assigns the Company under this Section 5.8 shall continue in full force and effect for a period commencing as of the Closing and ending as of the later of (i) consolidates with or merges into any other person the six (6) year anniversary of the Closing and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers the date that all applicable statute of limitation periods have expired for any claim or substantially all of its properties and assets claims for which an Indemnified Person may be entitled to any person, then and in each such case, proper provisions shall be made so that the successors and assigns of PalEx shall assume the obligations set forth in indemnification under this Section 7.75.8; provided, that all rights to indemnification in respect of any claim for indemnification under this Section 5.8 asserted or made within such period shall continue until the final disposition of such claim.

Directors’ and Officers’ Indemnification. (a) After the Effective Time, PalEx shallCytRx shall cause the Surviving Corporation to, to the fullest extent permitted under applicable law, indemnify indemnify, defend and hold harmless, each present and former individual who at the Effective Time is, or at any time prior to the Effective Time was, a director, officer and officer, employee or agent of the Company or any of its subsidiaries (each, together with such person's ’s heirs, executors or administrators, an "INDEMNIFIED PARTY" “Indemnified Party” and collectively, the "INDEMNIFIED PARTIES"“Indemnified Parties”) against any costs or expenses (including reasonable attorneys attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativeinvestigative (collectively, “Costs and Expenses”), arising out of, relating to or in connection with any action or omission of PalEx occurring or alleged to occur prior to the Effective Time (including, without limitation, including acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the CompanyCompany or any of its affiliates). In the event of any such actual or threatened claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time)) subject to this Section 6.12, (i) PalEx CytRx and the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the indemnified partiesIndemnified Parties, which counsel shall be reasonably satisfactory to PalExCytRx, the Surviving Corporation and the Stockholder Representative, promptly after statements therefor are receivedreceived and shall pay all other reasonable expenses in advance of the final disposition of such action, (ii) PalEx CytRx and the Surviving Corporation will cooperate and use all reasonable efforts to assist in the defense of any such matter, and (iii) to the extent any determination is required to be made with respect to whether an indemnified party's Indemnified Party’s conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's CytRx’s or the Surviving Corporation's ’s respective Certificates certificate or articles of Incorporation incorporation or By-Laws bylaws, such determination shall be made by independent legal counsel acceptable to PalEx CytRx or the Surviving Corporation, as the case may be, and the indemnified partyIndemnified Party; PROVIDEDprovided, HOWEVERhowever, that PalEx neither CytRx nor the Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheldwithheld or delayed); and, provided, further, that if CytRx or the Surviving Corporation advances or pays any amount to any person under this paragraph (b) and if it shall thereafter be finally determined by a court of competent jurisdiction that such person was not entitled to be indemnified hereunder for all or any portion of such amount, to the extent required by law, such person shall repay such amount or such portion thereof, as the case may be, to CytRx or the Surviving Corporation, as the case may be. The Indemnified Parties as a group may not retain more than one law firm to represent them with respect to each matter, except to the extent that under applicable standards of professional conduct such counsel would have a conflict representing such Indemnified Party or Indemnified Parties. (b) In the event that PalEx the Surviving Corporation or CytRx or any of its their successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers all or substantially all of its properties and assets to any person, then and in each such case, proper provisions shall be made so that the successors and assigns of PalEx the Surviving Corporation or CytRx shall assume the obligations of the Surviving Corporation or CytRx, as the case may be, set forth in this Section 7.76.12. (c) For a period of three years commencing immediately after the Effective Time, CytRx shall cause to be maintained, or shall cause the Surviving Corporation to maintain, in effect the current policies of directors’ and officers’ liability insurance maintained by the Company and its subsidiaries (provided that CytRx may substitute therefor policies, including a tail policy, of at least the same coverage and amounts containing terms and conditions that are no less advantageous to the Indemnified Parties, and which coverages and amounts shall be no less than the coverages and amounts provided at that time for CytRx’s directors and officers) with respect to matters arising on or before the Effective Time; provided, however, that, if the aggregate annual premiums for such insurance shall exceed 125% of the current aggregate annual premium, then CytRx shall provide or cause to be provided a policy for the applicable individuals with the best coverage as shall then be available at an annual premium of not more than 125% of the current aggregate annual premium. (d) To the maximum extent permitted by applicable law, CytRx and the Surviving Corporation shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided in this Section 6.12. The rights of each Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the charter or bylaws of the Company, any indemnification agreement, under the DGCL or otherwise. The provisions of this Section 6.12 shall survive the consummation of the Merger and expressly are intended to benefit each of the Indemnified Parties.

Directors’ and Officers’ Indemnification. (a) After The Certificate of Incorporation and Bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification than are set forth in the Articles of Incorporation and Bylaws of the Target, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who at any time prior to the Effective Time were directors, officers or employees of the Target or any of the Subsidiaries, unless such modification shall be required by Delaware Law. (b) From and after the Effective Time, PalEx shallAcquiror and the Surviving Corporation shall indemnify, defend and hold harmless each person who is now, or has been at any time prior to the fullest extent permitted under applicable lawdate of this Agreement or who becomes prior to the Effective Time, indemnify and hold harmlessan officer, each present and former director, officer and employee or agent of the Company Target or any of the Subsidiaries (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES") against any costs or all losses, expenses (including reasonable attorneys attorneys' fees), judgments, fines, losses, claims, damages, liabilities and or amounts that are paid in settlement of, with the approval of the Surviving Corporation (which approval shall not unreasonably be withheld), or otherwise in connection with with, any threatened or actual claim, action, suit, proceeding or investigationinvestigation (a "CLAIM"), whether civilbased in whole or in part on or arising in whole or in part out of the fact that the Indemnified Party (or the person controlled by the Indemnified Party) is or was a director, criminalofficer, administrative employee or investigative, agent of the Target or any of the Subsidiaries and pertaining to any matter existing or arising out of, relating to of actions or in connection with any action omissions occurring at or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts any Claim arising out of this Agreement or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Companytransactions contemplated hereby). In the event of any such claim, actionwhether asserted or claimed prior to, suit, proceeding or investigation (whether arising before at or after the Effective Time), (i) PalEx in each case to the fullest extent permitted under Delaware Law and by Target's Certificate of Incorporation and Bylaws as in effect on the date hereof, and shall pay any expenses, as incurred, in advance of the disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted under Delaware Law and by Target's Certificate of Incorporation and Bylaws as in effect on the date hereof. Without limiting the foregoing, in the event any such Claim is brought against any of the Indemnified Parties, Acquiror or the Surviving Corporation shall have the right to assume the defense thereof and neither Acquiror nor the Surviving Corporation shall be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if Acquiror or the Surviving Corporation elects not to assume such defense or counsel for the Indemnified Parties advises that there are substantive issues that raise conflicts of interest between Acquiror or the Surviving Corporation and the Indemnified Parties, such Indemnified Parties may retain counsel satisfactory to them and which shall be reasonably satisfactory to Acquiror and the Surviving Corporation and they shall pay all reasonable fees and expenses of such counsel selected by for such Indemnified Parties. The Indemnified Parties, or the indemnified partiesAcquiror and the Surviving Corporation, which counsel as the case may be, shall be reasonably satisfactory use all reasonable efforts to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate assist in the defense of any such matterClaim, provided that the Acquiror and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx Corporation shall not be liable for any settlement effected without its their written consent (consent, which consent consent, however, shall not be unreasonably withheld). The Acquiror and the Surviving Corporation shall be obligated pursuant to this paragraph to pay only one law firm to represent the Indemnified Parties with respect to each such Claim unless there is, as determined by counsel to the Indemnified Parties, under applicable standards of professional conduct, a conflict or a reasonable likelihood of a conflict on any significant issue between the positions of any two or more Indemnified Parties at the expense of the Acquiror and the Surviving Corporation. (bc) Prior to the Effective Time, the Target shall, and after the Effective Time Surviving Corporation and the Acquiror shall, to the fullest extent permitted by Delaware Law, make reasonable advances to the Indemnified parties to cover expenses for which such Indemnified Parties would otherwise be entitled to indemnification pursuant to this Section 6.06, provided, however, that the person to whom the expenses are advanced provides an undertaking to repay such advances if it is determined that such person is not entitled to indemnification. (d) Acquiror shall maintain in effect for three years from the Effective Time, the current directors' and officers' liability insurance policies maintained by the Target (provided that Acquiror may substitute therefor policies of at least the same coverage containing terms and conditions which are not materially less favorable) with respect to matters occurring prior to the Effective Time; provided, however, that in the event that the annual premium for such coverage is more than 2.0 times the annual premium for such coverage as of the date hereof, the Acquiror shall only be obligated to maintain the best coverage that reasonably can be obtained for an annual premium equal to the 2.0 times the annual premium in effect as of the date hereof; PROVIDED, FURTHER, that in no event shall the policy limits of such coverage be less than 2/3 of the policy limits currently in effect. (e) In the event that PalEx the Surviving Corporation or any of its successors or assigns (i) consolidates with the Acquiror consolidates, liquidates, dissolves or merges into any other person and shall not be the continuing or surviving corporation or another entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then and which events are in each such caseno way prohibited by this Agreement), proper provisions shall be made so that the successors successor and assigns of PalEx shall assume the Surviving Corporation and the Acquiror satisfy their respective obligations set forth in under this Section 7.76.06.

Directors’ and Officers’ Indemnification. (a) The indemnification provisions of the Certificate of Incorporation of the Surviving Corporation as in effect at the Effective Time shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would materially and adversely affect the rights thereunder of individuals who at the Effective Time were directors, officers, employees or agents of the Company, unless such modification is required by law. (b) After the Effective Time, PalEx each of Parent and the Surviving Corporation shall, to the fullest extent permitted under applicable law, indemnify and hold harmless, each present and former director, officer officer, employee and agent of the Company or any of its subsidiaries (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTYindemnified Party" and collectively, collectively the "INDEMNIFIED PARTIESindemnified Parties") against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission of PalEx occurring at or prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other 28 fiduciary in any entity if such service was at the request or for the benefit of the Company)) or arising out of or pertaining to the transactions contemplated by this Agreement. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) PalEx the Company or Parent and the Surviving Corporation, as the case may be, shall pay the reasonable fees and expenses of counsel selected by the indemnified partiesParties, which counsel shall be reasonably satisfactory to PalExthe Parent and the Surviving Corporation, promptly after statements therefor are received, (ii) PalEx the Parent and the Surviving Corporation will cooperate in the defense of any such matter, and (iii) any determination required to be made with respect to whether an indemnified partyParty's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalExthe Parent's or the Surviving Corporation's respective Certificates of Incorporation charters or By-Laws bylaws shall be made by independent legal counsel acceptable to PalEx the Parent or the Surviving Corporation, as the case may be, and the indemnified partyParty; PROVIDED, HOWEVER, that PalEx neither Parent nor the Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). (bc) In the event that PalEx the Surviving Corporation or Parent or any of its their successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then and in each such case, proper provisions shall be made so that the successors and assigns of PalEx the Surviving Corporation or Parent shall assume the obligations set forth in this Section 7.77.11. (d) This Section 7.11, which shall survive the consummation of the Merger at the Effective Time and shall continue for the periods specified herein, is intended to benefit the Company, the Surviving Corporation and Parent, and any person or entity referenced in this Section 7.11 or indemnified hereunder, each of whom may enforce the provisions of this Section 7.11 (whether or not parties to this Agreement).

Directors’ and Officers’ Indemnification. (a) After From and after the Effective Time, PalEx Parent, the Surviving Corporation and the Company shall, jointly and severally, to the fullest extent permitted under applicable lawLaw, indemnify and hold harmless, harmless each present and former director, director and officer and agent of the Company and each of its Subsidiaries and each such Person who served at the request of the Company or any of its Subsidiaries as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other Employee Benefit Plan or enterprise (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES"“Company Indemnified Officers and Directors”) against any all costs or and expenses (including including, without limitation, reasonable attorneys attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), whether civil, administrative, criminal or investigative, arising out of or pertaining to any action or omission in their capacities as directors, officers, trustees, partners, fiduciaries, employees or agents, in each case occurring at or before the Effective Time (including, without limitation, the transactions contemplated by this Agreement), in each case, to the fullest extent permitted by applicable Law or to the fullest extent permitted under the Company Articles and the Code of Regulations of the Company, the Charter Documents of any applicable Subsidiary or any applicable contract or agreement as in effect on the date hereof. Without limiting the foregoing, in the event of any such claim, action, suit, proceeding or investigation, (i) PalEx Parent, the Surviving Corporation or the Company, as the case may be, shall pay the reasonable fees and expenses of counsel selected by the indemnified partiesany Company Indemnified Officer and Director, which counsel shall be reasonably satisfactory to PalExParent, the Surviving Corporation or the Company, as the case may be, promptly after statements therefor are received, received (unless the Surviving Corporation shall elect to defend such action) and (ii) PalEx will Parent, the Surviving Corporation and the Company shall cooperate in the defense of any such matter; provided, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or however, that neither Parent nor the Surviving Corporation's respective Certificates of Incorporation or By-Laws Corporation nor the Company shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheldwithheld or delayed). (b) For a period of at least six (6) years after the Effective Time, Parent shall cause the code of regulations of the Surviving Corporation to continue to include a provision substantially similar to Article Five of the Code of Regulations of the Company as of the date hereof for the benefit of all directors, officers, employees, fiduciaries and agents of the Company prior to the Effective Time and shall cause each of its Subsidiaries to continue to include in its Charter Documents indemnification provisions substantially similar to those currently set forth in its Charter Documents for the benefit of all directors, officers, employees, fiduciaries and agents of such Subsidiary prior to the Effective Time. In the event that PalEx any claim or claims for indemnification are asserted or made within such six (6) year period, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. (c) For a period of six (6) years after the Effective Time, Parent shall cause to be maintained in effect directors’ and officers’ liability insurance policies that are comparable to the directors’ and officers’ liability insurance policies currently maintained by the Company (provided that Parent may substitute therefor policies reasonably satisfactory to the Company Indemnified Officers and Directors of at least the same coverage containing terms and conditions that, in the aggregate, are no less advantageous) with respect to claims arising from facts or events that occurred at or prior to the Effective Time so long as the annual premium therefor would not be in excess of 150% of the last annual premium paid prior to the Effective Time, which amount has been disclosed to Parent prior to the date hereof. (d) In the event the Company or the Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other person Person and shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any personPerson, then then, and in each such case, proper provisions provision shall be made so that the successors and assigns of PalEx shall assume the Company or the Surviving Corporation, as the case may be, honor the indemnification and other obligations set forth in this Section 7.77.03.

Directors’ and Officers’ Indemnification. (a) After the Effective TimeTime and for a period concurrent with the applicable statute of limitations, PalEx shall, to the fullest extent permitted under applicable law, CBF shall indemnify each director and hold harmless, each present and former director, executive officer and agent of the Company VBI (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES"“Indemnified Party”) against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages, all liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to of actions or in connection with any action omissions occurring upon or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts or omissions the transactions contemplated by this Agreement) to the maximum extent permitted under the articles of incorporation and bylaws of VBI as in connection with effect on the date of this Agreement, subject to (i) the limitations and requirements of such persons serving as an officerarticles of incorporation and bylaws, director or other fiduciary in any entity if such service was at the request or for the benefit (ii) applicable Law, including, without limitation, Section 607.0850 of the Company)FBCA, and (iii) the terms and conditions of the Director Agreements. (b) Any Indemnified Party wishing to claim indemnification under Section 8.17(a) above upon learning of any such liability or litigation shall promptly notify CBF thereof. In the event of any such claim, action, suit, proceeding claim or investigation litigation that may give rise to indemnity obligations on the part of CBF (whether arising before or after the Effective Time), (i) PalEx CBF shall have the right to assume the defense thereof, and CBF shall not be liable to such Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if CBF elects not to assume such defense, or if counsel for the Indemnified Party advises in good faith that there are substantive issues that raise conflicts of interest between CBF and the Indemnified Party under the rules of professional ethics, the Indemnified Party may retain counsel satisfactory to him or her, and CBF shall pay the all reasonable fees and expenses of such counsel selected by for the indemnified partiesIndemnified Party; provided, which counsel that CBF shall be reasonably satisfactory obligated to PalEx, promptly after statements therefor are received, pay for only one firm of counsel for all Indemnified Parties in any jurisdiction; (ii) PalEx all Indemnified Parties will cooperate in the defense of any such matter, litigation; and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx CBF shall not be liable for any settlement effected without its prior written consent (which consent consent; and provided further, that CBF shall not be unreasonably withheld)have any obligation hereunder to the extent such arrangements are prohibited by applicable Law. (bc) In CBF shall cause the event persons serving as officers or directors of VBI or any VBI Subsidiary to be covered for a period from the Effective Time until April 21, 2010 by the directors’ and officers’ liability insurance policy currently maintained by VBI with respect to acts or omissions occurring prior to the Effective Time, provided that PalEx the total additional cost to be paid for such insurance shall not exceed $35,000. It is acknowledged by the Parties that VBI or VBI Bank has already fully paid for such director and officer liability insurance through April 21, 2008. CBF shall continue to provide indemnification, supported by a policy of directors’ and officers’ liability insurance, to such persons who continue after the Effective Time as officers and directors of VBI Bank to the same extent CBF provides such indemnification to the directors and officers of the CBF Companies. (d) If CBF or any of its successors or assigns (i) consolidates shall consolidate with or merges merge into any other person corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers shall transfer all or substantially all of its properties and assets to any personindividual, corporation or other entity, then and in each such case, proper provisions provision shall be made so that the successors and assigns of PalEx CBF shall assume the obligations set forth in this Section 7.78.17.

Directors’ and Officers’ Indemnification. (a) After Purchaser shall cause the Effective TimeCompany and each of its Subsidiaries, PalEx shallfor a period of six years from and after the Closing Date, to keep in effect in the fullest extent permitted under applicable law, indemnify and hold harmless, each present and former director, officer and agent Organizational Documents of the Company and each such Subsidiary provisions providing for indemnification of the officers, directors, managers, employees or agents of the Company or any of its Subsidiaries (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES"“D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages, liabilities that are at least as favorable as the provisions of the Organizational Documents of the Company and amounts paid each such Subsidiary in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission effect as of PalEx occurring immediately prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) PalEx shall pay the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate in the defense of any such matter, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld)Closing. (b) In This covenant is intended to be for the event benefit of, and shall be enforceable by, each of the D&O Indemnified Parties and their respective heirs and successors. The indemnification provided for herein shall not be deemed exclusive of any other rights to which a D&O Indemnified Party is entitled, whether pursuant to Law, contract or otherwise. Purchaser shall, or shall cause the Company to, pay all expenses, including reasonable attorneys’ fees, that PalEx may be incurred by any D&O Indemnified Party which is the prevailing party in any action or any of its successors or assigns proceeding to enforce the indemnity and other obligations provided for in this Section 7.10. (c) If the Company (i) consolidates with or merges into any other person Person and shall is not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any personPerson, then then, and in each such case, to the extent necessary to effectuate the purposes of this Section 7.10, Purchaser shall cause the Company to make proper provisions shall be made provision so that the successors and assigns of PalEx the Company shall assume succeed to the obligations set forth in this Section 7.77.10 and none of the actions described in clauses (i) or (ii) above shall be taken until such provision is made. (d) Notwithstanding any other provision of this Section 7.10, neither Purchaser, the Company nor any of their respective Affiliates shall be obligated to make any payment or otherwise indemnify or hold harmless any such D&O Indemnified Party who is a Seller in the event that the Company or such D&O Indemnified Party was aware of such claim prior to the date hereof but did not notify Purchaser thereof prior to the date hereof, provided that in any judicial, court or tribunal proceeding relating to such claim, whether brought or initiated by the D&O Indemnified Party or Purchaser, Purchaser shall have the burden of proving that that the Company or the D&O Indemnified Party was aware of such claim prior to the date hereof. The amount of indemnification of any D&O Indemnified Party provided under Section 7.10 shall be net of any amounts actually recovered by the D&O Indemnified Party under insurance policies with respect to such claim. (e) To the extent that the Company or any of is Subsidiaries would be liable to any D&O Indemnified Party under any indemnification agreement and the allegations underlying such indemnification claim would constitute an indemnifiable Loss pursuant to Section 11.2, then the Securityholders or the Seller, as the case may be, shall be liable therfor in accordance with Section 11.2 and nothing contained herein shall reduce or compromise Purchaser’s rights under Article XI.

Directors’ and Officers’ Indemnification. (a) After The Company shall, and from and after the Effective Time, PalEx the Parent and the Surviving Corporation (each, an "INDEMNIFYING PARTY") shall, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the fullest extent permitted under applicable lawdate hereof or who becomes prior to the Effective Time, indemnify and hold harmlessan officer, each present and former director, officer and agent director or employee of the Company (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys fees), judgments, fines, i) all losses, claims, damages, costs, expenses, liabilities and or judgments or amounts that are paid in settlement with the approval of the Indemnifying Party (which approval shall not be unreasonably withheld) of or in connection with any claim, action, suit, proceeding or investigationinvestigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director, whether civil, criminal, administrative officer or investigative, employee of the Company and arising out ofof actions or omissions, relating to occurring at or in connection with any action or omission of PalEx occurring prior to the Effective Time (includingand whether asserted or claimed prior to, without limitationor at or after, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time)Time ("INDEMNIFIED LIABILITIES") and (ii) all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby; PROVIDED, that in the case of clauses (i) PalEx shall pay the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate in the defense of any such matterabove, and (iii) any determination each Indemnifying Party shall only be required to be made with respect indemnify an Indemnified Party pursuant to whether an indemnified party's conduct complies with this Section 5.9 to the standards set forth extent a corporation is permitted under the DGCL or other applicable statutes law of the state of incorporation of the Indemnifying Party to indemnify its own directors, officers and PalEx's or employees, as the case may be (and the Parent and the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx , as the case may be, will pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the full extent permitted by law upon receipt of any undertaking required or contemplated by applicable law). (b) Each Indemnified Party under this Section 5.9 will, promptly after the receipt of notice of the commencement of any action or other proceeding against such Indemnified Party in respect of which indemnity may be sought from an Indemnifying Party under this Section 5.9, notify the Indemnifying Party in writing of the commencement thereof. The omission of any Indemnified Party to so notify an Indemnifying Party of any such action shall not relieve such Indemnifying Party from any liability which it may have to such Indemnified Party other than pursuant to this Section 5.9, unless, and only to the indemnified partyextent that, such omission results in such Indemnifying Party's forfeiture of substantive rights or defenses. In case any such action or other proceeding shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party; PROVIDED, HOWEVER, that PalEx any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action or proceeding in which both the Indemnifying Party and an Indemnified Party is, or is reasonably likely to become, a party, such Indemnified Party shall not have the right to employ separate counsel at the Indemnifying Party's expense and to control its own defense of such action or proceeding if, in the reasonable written opinion of counsel to such Indemnified Party, (a) there are legal defenses available to such Indemnified Party or to other Indemnified Parties that are different from or additional to those available to the Indemnifying Party or (b) any conflict or potential conflict exists between the Indemnifying Party and such Indemnified Party that would make such separate representation advisable; PROVIDED, HOWEVER, that in no event shall the Indemnifying Party be liable required to pay fees and expenses under this Section 5.9 for more than one firm of attorneys in any settlement effected jurisdiction in any one legal action or group of related legal actions. The Indemnifying Party shall not, without its written the consent of the Indemnified Party (which consent shall not be unreasonably withheld). (b) In , consent to the event that PalEx entry of any judgment or any of its successors or assigns (i) consolidates with or merges enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation or which requires action other person and than the payment of money by the Indemnifying Party. The rights accorded to Indemnified Parties hereunder shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets in addition to any personrights that any Indemnified Party may have at common law, then and in each such case, proper provisions shall be made so that the successors and assigns of PalEx shall assume the obligations set forth in this Section 7.7by separate agreement or otherwise.

Directors’ and Officers’ Indemnification. (a) After In the Effective Timecase of any threatened or actual Claim or Legal Proceeding, PalEx including any such Claim or Legal Proceeding by or in the right of the Company or any of its Subsidiaries, in which any individual who is as of the Closing Date or was at any time prior thereto an officer, director, manager, employee or agent of the Company or any of its Subsidiaries (collectively, the “D&O Indemnified Parties”) is, or is threatened to be, made a party by reason of the fact that he or she is or was, prior to the Closing Date, a director, officer, manager, employee or agent of the Company or any of its Subsidiaries or is or was, prior to the Closing Date, serving as a director, officer, manager, employee or agent of another corporation, partnership, joint venture, trust or other enterprise at the request of the Company or any of its Subsidiaries, whether such Claim or Legal Proceeding arises before, on or after the Closing Date, Purchaser shall, and shall cause the Company following the Closing to, indemnify and hold harmless, to the fullest extent permitted under applicable law, indemnify and hold harmlessby Law, each present and former director, officer and agent of the Company (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES") D&O Indemnified Party against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages, liabilities Losses and amounts paid in settlement in connection with any claim, action, suit, proceeding such Claim or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company)Legal Proceeding. In the event case of any such claim, action, suit, proceeding Claim or investigation Legal Proceeding (whether arising before before, on or after the Effective Time)Closing Date) with respect to which Purchaser or the Company is required to provide indemnification hereunder, (i) PalEx Purchaser may, at its election, assume the defense of such matter; provided, however, that if Purchaser or the Company fails to assume such defense or, under applicable standards of professional conduct, there exists a conflict of interest on any significant issue between Purchaser and the Company, on the one hand, and any of the D&O Indemnified Parties, on the other hand, the D&O Indemnified Parties may retain counsel satisfactory to them, and Purchaser or the Company shall pay all reasonable Expenses of such counsel for the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, D&O Indemnified Parties promptly after as statements therefor are received, received and (ii) PalEx will cooperate Purchaser shall, and shall cause the Company to, use its commercially reasonable efforts to assist in the vigorous defense of any such matter; provided, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with however, that neither Purchaser nor the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx Company, as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld). After the Closing Date, Purchaser guarantees the performance by the Company of its obligations under this Section 7.10. Notwithstanding anything in this Agreement to the contrary, nothing herein shall require Purchaser or the Company to indemnify or hold harmless any D&O Indemnified Party against a Claim or Legal Proceeding initiated against such D&O Indemnified Party by Seller or any of its Affiliates. The provisions of this paragraph (a) shall terminate and be of no further force or effect following the date that is the six-year anniversary of the Closing Date, except to the extent that they apply to any Claims asserted or Legal Proceedings commenced prior to such date. (b) In This covenant is intended to be for the event benefit of, and shall be enforceable by, each of the D&O Indemnified Parties and their respective heirs and successors. The indemnification provided for herein shall not be deemed exclusive of any other rights to which a D&O Indemnified Party is entitled, whether pursuant to Law, contract or otherwise. Purchaser shall, or shall cause the Company to, pay all Expenses, including reasonable attorneys’ fees, that PalEx may be incurred by any D&O Indemnified Party which is the prevailing party in any action or any of its successors or assigns proceeding to enforce the indemnity and other obligations provided for in this Section 7.10. (c) If the Company (i) consolidates with or merges into any other person Person and shall is not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any personPerson, then then, and in each such case, to the extent necessary to effectuate the purposes of this Section 7.10, Purchaser shall cause the Company to make proper provisions shall be made provision so that the successors and assigns of PalEx the Company shall assume succeed to the obligations set forth in this Section 7.77.10 and none of the actions described in clauses (i) or (ii) above shall be taken until such provision is made.

Directors’ and Officers’ Indemnification. For a period of two (a2) After years from the Effective TimeClosing herein, PalEx shallBUYERS agree to indemnify, to the fullest extent permitted under applicable law, indemnify defend and hold harmless, each present harmless Officers and former director, officer and agent of the Company Directors (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIESIndemnified Parties") of LOGNET, or any of its subsidiaries, against any all losses, claims, damages, liabilities, costs or and expenses (including reasonable attorneys feesattorneys' fees and expenses), judgments, fines, losses, claims, damages, liabilities losses and amounts paid in settlement (collectively "Losses"), in connection with any claim, actual or threatened action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after each a "Claim") to the Effective Time), (i) PalEx shall pay the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate in the defense of extent that any such matterClaim is based on, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with or arises out of, the standards set forth under the DGCL fact that such person is, or other applicable statutes and PalEx's was, a Director or the Surviving Corporation's respective Certificates Officer of Incorporation LOGNET or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may beits subsidiaries, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). (b) In the event that PalEx this Agreement or any of its successors or assigns (i) consolidates with or merges into the transactions contemplated hereby, in each case, to the extent that any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets Claim pertains to any personmatter or fact arising, then existing or occurring prior to the Closing. The Indemnification shall include all legal and other expenses (including the cost of any investigation and preparation incurred in each such case, proper provisions shall be made so connection therewith). SELLERS and BUYERS agree that the successors Indemnification of SELLERS herein will be for a period of two (2) years from Closing and assigns be specifically limited to the sum of PalEx $1,500,000, which sum has been determined as the value of the shares deposited in escrow, as of the date hereof, and any lesser amount of any portion represented, in accordance with the provisions of the Escrow Agreement. It is further understood and agreed that the within Indemnification will be subject to, and be governed by, the terms of the aforesaid Escrow Agreement. In addition thereto, BUYERS and SELLERS further understand and agree that the Indemnification provided herein by SELLERS will exclude any Claim for actual fraud that may be asserted against the Indemnified Parties herein. As to any claim arising out of any facts or circumstances or as a result of any action or inaction by BUYERS from and after the Closing, BUYERS shall assume indemnify and hold harmless the obligations set forth in this Section 7.7Officers and Directors of LOGNET and its subsidiaries without limitation against any Losses.

Directors’ and Officers’ Indemnification. (a) After The Acquiror shall cause the Effective TimeSurviving Corporation and its Subsidiaries to indemnify, PalEx shalldefend and hold harmless each person who is now, or has been at any time prior to the fullest extent permitted under applicable lawdate hereof or who becomes prior to the Closing Date, indemnify and hold harmless, each present and former director, an officer and agent or director of the Company or any of its Subsidiaries (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES"“D&O Indemnified Parties”) against any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs or and expenses (including reasonable attorneys attorneys’ fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) arising out of or relating to any threatened or actual Action based in whole or in part on or arising out of or relating in whole or in part to the fact that such person is or was a director or officer of the Company or any of its Subsidiaries whether pertaining to any matter existing or occurring at or prior to the Closing Date and whether asserted or claimed prior to, or at or after, the Closing Date (the “D&O Indemnified Liabilities”), judgmentsincluding all D&O Indemnified Liabilities based in whole or in part on, fines, losses, claims, damages, liabilities and amounts paid or arising in settlement whole or in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising part out of, or relating to this Agreement or the transactions contemplated hereby, in connection with any action or omission of PalEx occurring prior each case to the Effective Time full extent (includingbut only to such extent) the Company or its Subsidiaries, without limitationas applicable, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at is permitted under the request or for the benefit Laws of the Company). In state of its jurisdiction of incorporation to indemnify its own directors or officers (and the event Acquiror shall, or shall cause the Surviving Corporation and its Subsidiaries to, pay expenses in advance of the final disposition of any such claim, action, suit, action or proceeding or investigation (whether arising before or after to each D&O Indemnified Party to the Effective Time), (i) PalEx shall pay the reasonable fees and expenses of counsel selected extent permitted by the indemnified partiesLaws of the Company or its Subsidiaries’ jurisdiction of incorporation, which counsel shall be reasonably satisfactory as applicable, upon receipt from the insured party for whom expenses are paid of any undertaking to PalExrepay such amounts required under applicable Law). The parties hereto agree that all rights to indemnification hereunder, promptly after statements therefor are received, (ii) PalEx will cooperate including provisions relating to advances of expenses incurred in the defense of any such matteraction or suit, and (iii) any determination required to be made existing in favor of the D&O Indemnified Parties with respect to whether an indemnified party's conduct complies with matters occurring through the standards set forth under Closing Date, shall continue in full force and effect for a period of not less than six years from the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may beClosing Date; provided, and the indemnified party; PROVIDED, HOWEVERhowever, that PalEx all rights to indemnification in respect of any D&O Indemnified Liabilities asserted or made within such period shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld)continue until the disposition of such D&O Indemnified Liabilities. (b) In For a period of six years from the event Closing Date, the Acquiror shall cause the Surviving Corporation and its Subsidiaries to maintain, if available, officers’ and directors’ liability insurance covering the persons who are presently covered by their officers’ and directors’ liability insurance policies with respect to actions and omissions occurring prior to the Closing Date, providing coverage not less favorable than provided by such insurance of the Company and its Subsidiaries in effect on the date hereof. (c) The Acquiror covenants, for itself and its successors and assigns, that PalEx it and they shall not institute any Action in any court or before any administrative agency or before any other tribunal against any of the current directors of the Company and its successors Subsidiaries, in their capacity as such, with respect to any liabilities, actions or assigns causes of action, judgments, claims or demands of any nature or description (iconsequential, compensatory, punitive or otherwise). (d) consolidates with or merges into any other person and The Surviving Corporation shall not be take any action directly or indirectly to disaffirm or adversely affect the continuing or surviving corporation or entity provisions of such consolidation or merger or (ii) transfers all or substantially all the articles of its properties organization and assets to any personbylaws, then and in each such case, proper provisions except that the parties agree that the organizational documents of the Surviving Corporation shall be made so that the successors and assigns of PalEx shall assume the obligations as set forth in this pursuant to Section 7.72.4.

Directors’ and Officers’ Indemnification. (a) Article 8 of Deltek’s Amended and Restated Articles of Incorporation, as amended, shall not be amended, repealed or otherwise modified for a period of four (4) years from the Closing Date in any manner that would affect adversely the rights thereunder of individuals who at or at any time prior to the Closing Date were directors, officers, employees, fiduciaries or agents of Deltek. (b) After the Effective TimeClosing, PalEx Deltek shall, to the fullest extent set forth under Article 8 of Deltek’s Amended and Restated Articles of Incorporation, as amended, but in no event to a greater extent than permitted under applicable lawby Law, indemnify and hold harmless, harmless each present current and former director or officer of Deltek and each Subsidiary and each such person who served at the request of Deltek or any Subsidiary as a director, officer and officer, trustee, partner, fiduciary, employee or agent of the Company another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, for purposes of this Section 5.13 and Section 11.10 only, the "INDEMNIFIED PARTIES"“Indemnified Parties”) against any all costs or and expenses (including reasonable attorneys attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of any such claim, action, suit, proceeding or investigation Litigation (whether arising before or after the Effective TimeClosing Date), whether civil, administrative, criminal or investigative, arising out of or pertaining to any action or omission in their capacities as officers or directors, in each case occurring before the Closing Date (collectively, “Damages”). Without limiting the foregoing, in the event of any such Litigation, (i) PalEx shall Deltek shall, upon receipt of an undertaking by or on behalf of such Indemnified Party to repay such amount if it is ultimately determined that such Indemnified Party was not entitled to be indemnified hereunder, pay the reasonable fees and expenses of one counsel selected by the indemnified partiesShareholders’ Representative, which counsel shall be reasonably satisfactory to PalExDeltek, promptly after statements therefor are received, received (unless Deltek shall elect to defend such action) and (ii) PalEx will Deltek shall reasonably cooperate in the defense of any such matter; provided, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVERhowever, that PalEx Deltek shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheldwithheld or delayed). In the event that any claim or claims for indemnification are asserted or made within such four-year period, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. (bc) In the event that PalEx Deltek or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then then, and in each such case, proper provisions provision shall be made so that the successors and assigns of PalEx shall assume Deltek honor the indemnification obligations set forth in this Section 7.75.13. (d) Notwithstanding the foregoing, (i) nothing in Section 5.13 shall limit Buyers’ remedies under Section 9.2 of this Agreement or otherwise and arising in connection with this Agreement, and (ii) the provisions of this Section 5.13 shall not apply with respect to any Damages or Litigation arising out of or relating to this Agreement, the other Transaction Documents or the Contemplated Transactions. Without limiting the generality of the foregoing, no Shareholder shall have any right under this Section 5.13 to reimbursement from Deltek for any indemnification payment made by such Shareholder pursuant to ARTICLE IX.

Directors’ and Officers’ Indemnification. (a) After In the Effective Time, PalEx shall, to the fullest extent permitted under applicable law, indemnify and hold harmless, each present and former director, officer and agent event of the Company (each, together with such person's heirs, executors any threatened or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual claim, action, suit, proceeding or investigation, whether civil, criminalcriminal or administrative, administrative whether asserted or investigative, arising out of, before or after the Effective Time and relating to actions, events or in connection with any action occurrences (or omission of PalEx occurring the absence thereof) on or prior to the Effective Time (includingeach a "D&O Claim"), without limitation, acts in which any Person who is or omissions in connection with such persons serving as an officer, was a director or other fiduciary in any entity if such service was at the request or for the benefit officer of the Company). In Company or any of its Subsidiaries (the event "D&O Indemnified Parties") is, or is threatened to be, made a defendant arising out of or as a result of the fact that such D&O Indemnified Party is or was a director or officer of the Company or any such claimof its Subsidiaries, actionthe Parent and the Surviving Corporation shall, suit, proceeding or investigation (whether arising before or after the Effective Time), indemnify and hold harmless, to the fullest extent permitted by law as in effect at the Effective Time, each such D&O Indemnified Party against any Losses suffered or incurred by such D&O Indemnified Party in connection with any such D&O Claim. (ib) PalEx shall pay the reasonable fees and expenses Promptly after a D&O Indemnified Party has received notice of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate in the defense or has knowledge of any D&O Claim or the commencement of any D&O Claim (a "D&O Proceeding") for which a D&O Indemnified Party is entitled or may become entitled to make a claim pursuant to this Section 5.4, such matter, D&O Indemnified Party shall give the Parent written notice of such D&O Claim or the commencement of such D&O Proceeding. Any failure to so notify the Parent shall not limit the right to indemnification hereunder unless (and (iiithen only to the extent) any determination required the failure to be made with respect to whether an indemnified party's conduct complies with give such notice actually prejudices the standards set forth under the DGCL or other applicable statutes and PalEx's Parent or the Surviving Corporation's respective Certificates . The Parent (i) shall have the right to assume control of Incorporation or By-Laws the defense of the D&O Claim and/or D&O Proceeding by appropriate proceedings with its counsel and (ii) shall be made by independent legal counsel acceptable have the authority to PalEx as negotiate, compromise and settle such D&O Claim and/or D&O Proceeding with the case may beconsent of the applicable D&O Indemnified Party, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed. Each D&O Indemnified Party may participate in the defense, at its sole expense, provided that counsel for the Parent shall act as lead counsel in all matters pertaining to the defense or settlement of such D&O Claims and/or D&O Proceedings. The Parent shall not be entitled to control (but shall be entitled to participate at its own expense in the defense of), and the D&O Indemnified Parties shall be entitled to have control over, the defense or settlement, compromise, admission, or acknowledgment of any D&O Proceeding (A) as to which the Parent fails to assume the defense within a reasonable length of time or (B) to the extent the D&O Proceeding seeks an order, injunction, or other equitable relief against any D&O Indemnified Party which, if successful, would materially and adversely affect such D&O Indemnified Party or (C) to the extent that counsel for the D&O Indemnified Party reasonably advises the D&O Indemnified Party that there are issues which raise conflicts of interest between the Parent and the D&O Indemnified Parties; provided that the D&O Indemnified Party shall not, without the prior written consent of the Parent (such consent not to be unreasonably withheld), consent to the settlement, compromise, admission or acknowledgment of such D&O Proceeding. (bc) In the event that PalEx the Parent or the Surviving Corporation, or any of its their successors or assigns (i) consolidates with or merges into any other person Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any personPerson, then then, and in each such case, to the extent necessary, proper provisions provision shall be made so that the successors and assigns of PalEx shall the Parent and the Surviving Corporation assume the obligations set forth in this section. (d) The provisions of this Section 7.75.4 are intended to be for the benefit of, and enforceable by, each D&O Indemnified Party and his or her heirs and assigns, and nothing herein shall affect any indemnification rights that any Indemnified Party and his or her heirs and assigns may have under the charter or by-laws of the Company, any contract or applicable law.

Directors’ and Officers’ Indemnification. (a) After From and after the Company Merger Effective Time, PalEx Parent shall, and shall cause the Surviving Company and the Surviving Partnership to, to the fullest extent permitted under by applicable lawLaw, indemnify indemnify, defend and hold harmless, harmless each present and current or former director, director or officer and agent of the Company or any of the Company Subsidiaries and each fiduciary under benefit plans of the Company or any of the Company Subsidiaries (each, together with such person's heirs, executors or administrators, each an "INDEMNIFIED PARTY" “Indemnified Party” and collectively, the "INDEMNIFIED PARTIES"“Indemnified Parties”) against any costs or (i) all losses, expenses (including reasonable attorneys feesattorneys’ fees and expenses), judgments, fines, losses, claims, damagesactions, suits, damages or liabilities and or, subject to the proviso of the next sentence, amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out ofof actions or omissions occurring at or prior to the Company Merger Effective Time (and whether asserted or claimed prior to, relating to at or after the Company Merger Effective Time), including in connection with any action or omission the consideration, negotiation and approval of PalEx occurring prior this Agreement, to the Effective Time (includingextent that they are based on or arise out of the fact that such person is or was a director, without limitationofficer or fiduciary under benefit plans, acts including payment on behalf of or omissions advancement to the Indemnified Party of any expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such persons serving as an officerindemnification and/or advancement (the “Indemnified Liabilities”), director and (ii) all Indemnified Liabilities to the extent they are based on or other fiduciary arise out of or pertain to the transactions contemplated by this Agreement, whether asserted or claimed prior to, at or after the Company Merger Effective Time, and including any expenses incurred in enforcing such person’s rights under this Section 5.8; provided, that (x) none of the Surviving Company or the Surviving Partnership shall be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); and (y) except for legal counsel engaged for one or more Indemnified Parties on the date hereof, none of the Surviving Company or the Surviving Partnership shall be obligated under this Section 5.8(a) to pay the fees and expenses of more than one legal counsel (selected by a plurality of the applicable Indemnified Parties) for all Indemnified Parties in any entity if jurisdiction with respect to any single legal action except to the extent that, on the advice of any such service was at Indemnified Party’s counsel, two or more of such Indemnified Parties shall have conflicting interests in the request or for the benefit outcome of the Company)such action. In the event of any such loss, expense, claim, action, suit, proceeding damage or investigation liability (whether arising or not asserted before or after the Company Merger Effective Time), (i) PalEx the Surviving Company or the Surviving Partnership, as applicable, shall pay the reasonable fees and expenses of counsel selected by the indemnified partiesIndemnified Parties promptly, which counsel shall be reasonably satisfactory to PalExand in any event within ten (10) days, promptly after statements therefor are receivedreceived and otherwise advance to such Indemnified Party upon request, reimbursement of documented expenses reasonably incurred (ii) PalEx will cooperate in provided that, if legally required, the defense person to whom expenses are advanced provides an undertaking to repay such advance if it is determined by a final and non-appealable judgment of any a court of competent jurisdiction that such matter, and (iii) any determination required person is not legally entitled to be made with respect to whether an indemnified party's conduct complies with the standards set forth indemnification under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheldLaw). (b) Parent shall cause the Surviving Company to maintain the Company’s officers’ and directors’ liability insurance policies in effect on the date hereof (accurate and complete copies of which have been previously provided to Parent) (the “D&O Insurance”) for a period of not less than six (6) years after the Closing Date; provided that the Surviving Company may substitute therefor policies of at least the same coverage and amounts with reputable and financially sound carriers containing terms no less advantageous to such former directors or officers so long as such substitution does not result in gaps or lapses of coverage with respect to matters occurring on or prior to the Company Merger Effective Time; provided further that in no event shall Parent or the Surviving Company be required to pay annual premiums in the aggregate of more than an amount equal to 300% of the current annual premiums paid by the Company for such insurance (the “Maximum Amount”) to maintain or procure insurance coverage pursuant hereto; provided further that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Parent and the Surviving Company shall procure and maintain for such six-year period the most advantageous policies as can be reasonably obtained for the Maximum Amount. In lieu of the foregoing, prior to the Company Merger Effective Time, Parent shall have the option to cause coverage to be extended under the Company’s D&O Insurance by obtaining a six-year “tail” policy or policies on terms and conditions no less advantageous than the Company’s existing D&O Insurance, subject to the limitations set forth in the provisos above in this Section 5.8(b), and such “tail” policy or policies shall satisfy the provisions of this Section 5.8(b). (c) The obligations of Parent and the Surviving Company under this Section 5.8 shall survive the Closing and the consummation of the Mergers and shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom this Section 5.8 applies (it being expressly agreed that the Indemnified Parties to whom this Section 5.8 applies shall be third party beneficiaries of this Section 5.8, each of whom (including his or her heirs, executors or administrators and his or her Representatives, successors and assigns) may enforce the provisions of this Section 5.8) without the consent of the Indemnified Party (including the successors, assigns and heirs of such Indemnified Party) affected thereby. In the event that PalEx the Surviving Company or any of its successors or assigns (i) consolidates with or merges into any other person Person and shall is not be the continuing or surviving corporation company or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any personPerson, then or if Parent dissolves the Surviving Company, then, and in each such case, Parent shall cause proper provisions shall provision to be made so that the successors and assigns of PalEx the Surviving Company shall assume the obligations set forth in this Section 7.75.8. (d) For a period of not less than six (6) years from the Company Merger Effective Time, the Surviving Company and the Surviving Partnership shall provide to the Indemnified Parties the same rights to exculpation, indemnification and advancement of expenses as provided to the Indemnified Parties under the provisions of the Company’s and the Company Subsidiaries’ charter, bylaws or similar organizational documents as in effect as of the date hereof and the Surviving Company’s and the Surviving Partnership’s charter, bylaws or similar organizational documents shall not contain any provisions inconsistent with such rights. The contractual indemnification rights set forth in Section 5.8(d) of the Company Disclosure Letter in existence on the date of this Agreement with any of the current or former directors, officers or employees of the Company or any Company Subsidiary shall be assumed by the Surviving Company and the Surviving Partnership without any further action, and shall continue in full force and effect in accordance with their terms following the Company Merger Effective Time. (e) The provisions of this Section 5.8 are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise. Nothing in this Agreement, including this Section 5.8, is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company, any Company Subsidiaries or the Indemnified Parties, it being understood and agreed that the indemnification provided for in this Section 5.8 is not prior to, or in substitution for, any such claims under any such policies.

Directors’ and Officers’ Indemnification. (a) After From and after the Effective Time, PalEx Parent and Surviving Corporation shall, to the fullest extent permitted under not prohibited by applicable law, indemnify indemnify, defend and hold harmlessharmless each person who is now, each present and former directoror has been at any time prior to the date hereof, officer and agent or who becomes prior to the Effective Time, an officer, director or employee of the Company or any of its Subsidiaries (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTYIndemnified Party" and collectively, the "INDEMNIFIED PARTIESIndemnified Parties") against any costs or (i) all losses, expenses (including reasonable attorneys feesattorneys' fees and expenses), judgments, fines, losses, claims, damagesdamages or liabilities or, liabilities and subject to the proviso of the next succeeding sentence, amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativesettlement, arising out of, relating to of actions or in connection with any action omissions occurring at or omission of PalEx occurring prior to the Effective Time (includingand whether asserted or claimed prior to, without limitationat or after the Effective Time) that are, acts in whole or omissions in connection part, based on or arising out of the fact that such person is or was a director, officer or employee of the Company or any of its Subsidiaries or served as a fiduciary under or with respect to any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries ("Indemnified Liabilities"), and (ii) all Indemnified Liabilities to the extent they are based on or arise out of or pertain to the transactions contemplated by this Agreement. Without limitation to clauses (i) and (ii), Parent and the Surviving Corporation shall, to the fullest extent not prohibited by applicable law, indemnify, defend and hold harmless, and provide advancement of expenses to, all past and present officers, directors and employees of the Company and its Subsidiaries (in all of their capacities) to the same extent such persons serving are indemnified or have the right to advancement of expenses as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation, bylaws and indemnification agreements, if any, in existence on the date hereof (each of which indemnification agreements is listed on Schedule 7.10(a)). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time)Indemnified Liability, (i) PalEx Parent and Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the indemnified partiesIndemnified Parties, which counsel shall be reasonably satisfactory to PalExParent, promptly after statements therefor are receivedreceived and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, (ii) PalEx will Parent shall cooperate in the defense of any such matter, matter and (iii) any determination required to be made with respect to whether an indemnified partyIndemnified Party's conduct complies with the standards set forth under applicable law and the DGCL certificate of incorporation or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or Byby-Laws laws shall be made by independent legal counsel mutually acceptable to PalEx as the case may be, Parent and the indemnified partyIndemnified Party; PROVIDEDprovided, HOWEVERhowever, that PalEx Parent and the Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheldwithheld or delayed). In the event that any Indemnified Party is required to bring any action to enforce rights or to collect moneys due under this Agreement and is successful in such action, Parent and the Surviving Corporation shall reimburse such Indemnified Party for all of its expenses in bringing and pursuing such action including, without limitation, reasonable attorneys' fees and costs. In addition, from and after the Effective Time, directors and officers of the Company who become directors or officers of Parent will be entitled to indemnification under Parent's certificate of incorporation and by-laws, as the case may be, as the same may be amended from time to time in accordance with their terms and applicable law. (b) In the event that PalEx Parent or any of its successors or assigns (i) consolidates with or merges into any other person and shall is not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then then, and in each such case, proper provisions shall provision will be made so that the successors and assigns of PalEx shall Parent assume the obligations set forth in this Section 7.77.10(b). (c) For six years after the Effective Time, Parent shall maintain in effect directors' and officers' liability insurance covering acts or omissions occurring prior to the Effective Time with respect to those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms with respect to such coverage and amount no less favorable than those of the policy of the Company in effect on the date hereof; provided, however, that in no event will Parent be required to pay aggregate premiums for insurance under this Section 7.10(c) in excess of 200% of the aggregate annual premiums paid or payable by the Company for such purpose with respect to coverage for the policy year ending February 2004; provided, further, that if the annual premiums of such insurance coverage exceed such amount, Parent will be obligated to obtain a policy with the best coverage available, in the reasonable judgment of the Board of Directors of Parent, for a cost up to but not exceeding such amount. In addition, for six years after the Effective Time, Parent shall maintain in effect fiduciary liability insurance policies for employees who serve or have served as fiduciaries under or with respect to any employee benefit plans described in Section 7.10(a) with coverages and in amounts no less favorable than those of the policies of the Company in effect on the date hereof. (d) The provisions of this Section 7.10(d) (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise.

Directors’ and Officers’ Indemnification. (a) After In the Effective Time, PalEx shall, to the fullest extent permitted under applicable law, indemnify and hold harmless, each present and former director, officer and agent event of the Company (each, together with such person's heirs, executors any threatened or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual claim, action, suit, proceeding or investigation, whether civil, criminalcriminal or administrative (each, administrative a “Proceeding”), in which any person who is now, or investigativehas been at any time prior to the Closing, arising out ofa manager, relating director or officer of BIC, the Company or any Subsidiary (the “Indemnified Executives”) is, or is threatened to be, made a party thereto by reason of the fact that such person was a manager, director or officer of BIC, the Company or any Subsidiary, or acting in such capacity as the trustee or administrator of any Plan, the Company shall indemnify and hold harmless such person from and against any and all losses, claims, damages, liabilities, costs, expenses (including reasonable attorney’s fees and expenses in advance of the final disposition of any Proceeding to each Indemnified Executive to the fullest extent permitted by law), judgments, fines and amounts paid in settlement incurred in connection with or arising out of any action Proceeding as provided in this Section 8.3; provided, that such indemnification shall not apply to any Proceeding (a) brought by any Seller or omission BICO Owner or (b) brought by a Buyer Indemnified Person pursuant to Article X hereof; and, provided further, that if it is finally judicially determined that any liability of PalEx occurring prior the Company or a Subsidiary in a Proceeding arose out of the Indemnified Executive’s gross negligence, willful misconduct or failure to act in good faith in the Effective Time (includingbelief that such person’s actions were in or not inconsistent with the best interests of BIC, without limitationthe Company or Subsidiary, acts as applicable, the Indemnified Executive will reimburse the Company for all amounts reasonably paid or omissions incurred in the defense of the Indemnified Executive in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) PalEx shall pay the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate in the defense of any such matter, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld)Proceeding. (b) In An Indemnified Executive shall notify the event Company of the existence of a Proceeding for which such Indemnified Executive is entitled to indemnification hereunder as promptly as reasonably practicable after such Indemnified Executive learns of such Proceeding; provided that PalEx the failure to so notify shall not affect the obligations of the Company under this Section 8.3 except to the extent such failure to notify actually prejudices the Company. The Company, at its expense, shall control the defense of the Proceeding with counsel selected by the Company. The Indemnified Executive and the Company shall cooperate fully with each other in connection with the defense of any Proceeding. No settlement of a Proceeding may be made by the Company without the Indemnified Executive’s consent, except for a settlement which requires no more than a monetary payment for which the Indemnified Executive is fully indemnified, and which does not require the admission of liability. (c) The provisions of this Section 8.3 are intended to be for the benefit of, and enforceable by, each Indemnified Executive and such Indemnified Executive’s estate, administrators, executors, heirs and representatives, and shall constitute the sole source of indemnification rights that any such person may have against BIC, the Company or any Subsidiary. (d) The obligations of its successors the Company under this Section 8.3 shall continue in full force and effect for a period commencing as of the Effective Time and ending as of the date that all applicable statute of limitation periods have expired for any matter for which an Indemnified Executive may be entitled to indemnification under this Section 8.3; provided, however, that all rights to indemnification in respect of any matter for which indemnification under this Section 8.3 has been asserted or assigns (i) consolidates with or merges into any other person and made within such period shall not be continue until the continuing or surviving corporation or entity final disposition of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then and in each such case, proper provisions shall be made so that the successors and assigns of PalEx shall assume the obligations set forth in this Section 7.7matter.

Directors’ and Officers’ Indemnification. (a) After Subject to Section 6.5h), without limiting any additional rights that any Person may have under any Company Plan, from the Effective TimeClosing Date through the sixth (6th) anniversary of the date of the Closing Date, PalEx shall, to each of the fullest extent permitted under applicable law, Buyers and the Companies shall indemnify and hold harmless, harmless each present (as of immediately prior to the Closing) and former officer, director, officer and agent manager, general partner, agent, employee or fiduciary of the Company Entities (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" the “Indemnified Individuals”) from and collectively, the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys fees), judgments, finesall claims, losses, claimsLiabilities, damages, liabilities Judgments, inquiries, fines and amounts paid in settlement reasonable fees, costs and expenses, including attorneys’ fees and disbursements (“Losses”), incurred in connection with any claim, action, suit, proceeding Proceeding or investigation, whether civil, criminal, administrative or investigative, arising out ofof or pertaining to (i) the fact that the Indemnified Individual is or was an officer, relating to director, manager, general partner, agent, employee, fiduciary or in connection with agent of any action Company Entity or omission of PalEx (ii) matters existing or occurring at or prior to the Effective Time Closing (includingincluding this Agreement and the other Transactions and actions contemplated hereby), without limitationwhether asserted or claimed prior to, acts at or omissions after the Closing, to the fullest extent permitted under applicable Law. Subject to Section 6.5h), in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of any such claim, action, suit, proceeding Proceeding or investigation, (x) each Indemnified Individual will be entitled to advancement of expenses incurred in the defense of any claim, action, suit, Proceeding or investigation from the Buyers or the Companies within ten (whether arising before 10) Business Days of receipt by the Buyers or after the Effective TimeCompanies from the Indemnified Individual of a request therefor, (y) none of the Buyers or the Company Entities shall settle, compromise or consent to the entry of any Judgment in any Proceeding or threatened action, suit, Proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Individual hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Individual from all Liability arising out of such action, suit, Proceeding, investigation or claim or such Indemnified Individual otherwise consents, and (iz) PalEx the Companies shall pay the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate in the defense of any such matter, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). (b) Subject to Section 6.5h), each of the Buyers and the Companies agrees that any indemnification and advancement of expenses available to any Indemnified Individual by virtue of such Indemnified Individual’s service as a partner or employee of any investment fund that is an Affiliate of any Company prior to the Closing (any such Indemnified Individual, a “Sponsor Director”) shall be secondary to the indemnification and advancement of expenses to be provided by the Buyers and the Companies pursuant to this Section 6.5 and that the Buyers and the Companies (i) shall be the primary indemnitors of first resort for Sponsor Directors pursuant to this Section 6.5, (ii) shall be fully responsible for the advancement of all expenses and the payment of all Losses with respect to Sponsor Directors which are addressed by this Section 6.5 and (iii) shall not make any claim for contribution, subrogation or any other recovery of any kind in respect of any other indemnification available to any Sponsor Director with respect to any matter addressed by this Section 6.5. (c) Subject to Section 6.5h), the Organizational Documents of the Company Entities shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of former or present directors, managers, general partners and officers than are set forth in the Organizational Documents of the Company Entities as of the Effective Date, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing in any manner that would adversely affect the rights thereunder of any such individuals. (d) Prior to the Closing Date, the Companies shall purchase a “tail” insurance policy (the fees, costs, expenses and premium of which shall constitute Transaction Expenses) for a period of six (6) years after the Closing, with reputable and financially sound carriers of at least the same coverage and amounts and containing terms and conditions that are no less advantageous than the current policies of directors’ and officers’ liability insurance maintained by the Company Entities with respect to claims arising from or related to facts or events that occurred at or before the Closing. The Buyers agree to take all necessary actions to maintain such policies in full force and effect and fulfill its obligations thereunder throughout such six (6) year period following the Closing. (e) Notwithstanding anything herein to the contrary, if any Proceeding (whether arising before, at or after the Closing) is made against any Indemnified Individual on or prior to the sixth (6th) anniversary of the Closing, the provisions of this Section 6.5 shall continue in effect until the final disposition of such Proceeding. (f) This covenant is intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Individuals and their respective heirs and legal representatives. The indemnification provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Individual is entitled, whether pursuant to Law, Contract or otherwise. (g) In the event that PalEx the Buyers, the Companies or any of its their respective successors or assigns (i) consolidates with or merges into any other person Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any personPerson, then then, and in each such case, proper provisions provision shall be made so that the successors and assigns of PalEx such party, as the case may be, shall assume succeed to the obligations set forth in this Section 7.76.5. In addition, the Companies shall not distribute, sell, transfer or otherwise dispose of any of its assets in a manner that would reasonably be expected to render the Companies unable to satisfy their obligations under this Section 6.5. (h) Notwithstanding any provision of this Agreement to the contrary, any indemnification or advancement obligations required pursuant to this Section 6.5 shall be limited to amounts recoverable under the “tail” insurance policy purchased in accordance with Section 6.5d).

Directors’ and Officers’ Indemnification. (a) After For a period of six (6) years following the Effective Time, PalEx shallParent and the Surviving Corporation shall indemnify, to the fullest extent permitted under applicable law, indemnify defend and hold harmless, each present harmless all current or former directors and former director, officer and agent officers of the Company or any of its Subsidiaries (each, together with such person's ’s heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES"a “Covered Person”) against any costs or expenses (including reasonable attorneys fees)claims, losses, liabilities, damages, judgments, fines, lossesfees, claimscosts or expenses, damages, liabilities including reasonable attorneys’ fees and amounts paid in settlement disbursements incurred in connection with any claim, action, suit, proceeding or investigationAction, whether civil, criminal, administrative or investigative, arising out incurred or suffered by such Covered Person by reason of, relating : (i) any act or omission or alleged act or omission performed or omitted to be performed on behalf of the Company or any of its Subsidiaries or otherwise in connection with the business of the Company or any action of its Subsidiaries; or omission of PalEx occurring prior to (ii) the Effective Time (including, without limitation, acts fact that he or omissions in connection with such persons serving as an officer, she is or was a director or other fiduciary in any entity if such service was at the request or for the benefit officer of the Company). In the event Company or any of any such claimits Subsidiaries, actionwhether asserted or claimed prior to, suit, proceeding or investigation (whether arising before at or after the Effective Time), (i) PalEx shall pay in each case, to the reasonable fees and expenses of counsel selected by fullest extent that the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate in the defense of any such matter, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's Company or the Surviving Corporation's respective Certificates of Incorporation applicable Subsidiary, or By-Laws shall be made by independent legal counsel acceptable to PalEx Parent, as the case may be, would have been permitted, under applicable Law, indemnification agreements existing on the date of this Agreement or the organizational or governing documents of the Company or any of its Subsidiaries in effect on the date of this Agreement, to indemnify such Covered Person (and Parent and the indemnified partySurviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law, indemnification agreements, and organizational or governing documents of the Company or any of its Subsidiaries). Without limiting the foregoing, all rights to indemnification and exculpation (including the advancement of expenses) from liabilities for acts or omissions occurring at or prior to the Closing (including with respect to the transactions contemplated hereby) existing as of the date hereof in favor of the Covered Persons, as provided in the organizational or governing documents of the Company or any of its Subsidiaries, as applicable, and pursuant to applicable Law shall survive the transactions contemplated hereby and shall continue in full force and effect without amendment, modification or repeal in accordance with their terms for a period of not less than six (6) years after the Closing; PROVIDEDprovided, HOWEVERhowever, that PalEx if any actual or threatened Action arising out of matters prior to the Closing Date (each a “D&O Claim”) is asserted or made within such period, all rights to indemnification and exculpation (including the advancement of expenses) hereunder in respect of any such D&O Claim shall not be liable for continue, without diminution, until final resolution of any settlement effected without its written consent (which consent shall not be unreasonably withheld)and all such claims. (b) In At or prior to the event that PalEx or any Closing, the Company shall acquire tail policies to the current directors and officers liability insurance of the Company and its successors or assigns Subsidiaries (the “Existing Policies”), covering the Covered Persons, from a reputable and financially sound carrier and in a form acceptable to the Stockholders’ Representative (such approval not to be unreasonably withheld), which tail policies shall (i) consolidates with or merges into any other person be effective for a period from the Closing Date through and shall not be including the continuing or surviving corporation or entity of such consolidation or merger or date that is six (6) years after the Closing Date; (ii) transfers be on terms substantially comparable in all respects to the Existing Policies; and (iii) contain minimum aggregate limits of liability for directors and officers liability insurance coverage for directors and officers of the Company and its Subsidiaries with the amount of coverage at least equal to that of the Existing Policies and deductibles no larger than those customary for such type of insurance coverage. Following the Closing, Parent shall, and shall cause the Company and its Subsidiaries to, provide copies of such policies to the past, current and future directors and officers of the Company and its Subsidiaries entitled to benefit thereof as reasonably requested by such Persons from time to time. (c) Parent hereby acknowledges that the Covered Persons may have certain rights to indemnification, advancement of expenses or substantially insurance provided by other Persons. Parent hereby agrees (i) that Parent and the Surviving Corporation are the indemnitor of first resort (i.e., their obligations to the Covered Persons are primary and any obligation of such other Persons to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any such Covered Person are secondary), (ii) that Parent and the Surviving Corporation shall be required to advance the full amount of expenses incurred by any such Covered Persons and shall be liable for the full indemnifiable amounts, without regard to any rights any such Covered Person may have against any such other Person and (iii) that Parent irrevocably waives, relinquishes and releases (and shall cause the Surviving Corporation to irrevocably waive, relinquish and release) such other Persons from any and all claims against any such other Persons for contribution, subrogation or any other recovery of any kind in respect thereof. Parent further agrees that no advancement or payment by any of such other Persons on behalf of any such Covered Person with respect to any claim for which such Covered Person has sought indemnification from Parent or the Surviving Corporation shall affect the foregoing and such other Persons shall have a right of contribution or be subrogated to the extent of such advancement or payment to all of its properties the rights of recovery of such Covered Person against Parent and assets to any person, then and in each such case, proper the Surviving Corporation. (d) The provisions shall be made so that the successors and assigns of PalEx shall assume the obligations set forth in this Section 7.77.10 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, the Covered Persons.

Directors’ and Officers’ Indemnification. (a) After From and after the Effective Time, PalEx Parent shall, and shall cause the Surviving Corporation to, indemnify and hold harmless to the fullest extent permitted under applicable law, indemnify and hold harmless, Law each present and former director, director and officer and agent of the Company (each, together with such person's Person’s heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES"“Indemnified Party”) against any costs or expenses (and all costs, expenses, including reasonable attorneys attorneys’ fees), judgments, fines, losses, claims, damages, liabilities Liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding Action or investigation, whether civil, criminal, administrative or investigative, investigation arising out of, relating pertaining to or in connection with any action act or omission of PalEx or matters existing or occurring or alleged to have occurred at or prior to the Effective Time (includingTime, without limitation, including the Transactions and any acts or omissions in connection with such persons Persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of If any such claim, action, suit, proceeding Action or investigation (whether arising before occurs, Parent or after the Effective Time), (i) PalEx Surviving Corporation shall pay advance to each Indemnified Party the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate it incurs in the defense of any such matter, Action or investigation within ten (10) Business Days of Parent or the Surviving Corporation receiving from such Indemnified Party a written request therefor; provided that (i) any such advancement of expenses will be only to the fullest extent permitted under applicable Law and (iiiii) any determination required such Indemnified Party provides an undertaking to be made with respect repay such advances to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's Parent or the Surviving Corporation's respective Certificates , as applicable, if it is ultimately determined by a court of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent competent jurisdiction (which consent shall determination is not be unreasonably withheld)subject to any appeal) that such Indemnified Party is not entitled to indemnification under applicable Law. (b) In The certificate of incorporation and bylaws of the event Surviving Corporation will contain provisions no less favorable with respect to indemnification than are set forth in the Certificate of Incorporation and Bylaws of the Company, each as amended, as of the date hereof, unless any modification thereof is required by Law and then Parent shall cause the Surviving Corporation to make such modification only to the minimum extent required by such Law, which provisions may not be amended, repealed or otherwise modified, except as provided in this Section 7.04(b), for a period of six years from the Effective Time in any manner that PalEx would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors or officers of the Company. (c) The Company shall purchase at or prior to the Effective Time, and the Surviving Corporation shall maintain in effect, tail policies to the Company’s current directors’ and officers’ liability insurance, which tail policies (i) shall be effective for a period of six years after the Effective Time with respect to claims arising from acts or omissions occurring prior to the Effective Time with respect to those Persons who are currently covered by the Company’s directors’ and officers’ liability insurance and (ii) shall contain terms with respect to coverage and amount no less favorable, in the aggregate, than those of such policy or policies as in effect on the date hereof. Notwithstanding the immediately preceding sentence, if the tail policies described in the immediately preceding sentence cannot be obtained or can only be obtained by paying aggregate premiums in excess of 150% of the aggregate annual amount currently paid by the Company for such coverage, the Surviving Corporation shall only be required to provide as much coverage as can be obtained by paying aggregate premiums equal to 150% of the aggregate annual amount currently paid by the Company for such coverage. (d) The parties hereto intend that the provisions of this Section 7.04 be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her representatives and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. (e) Notwithstanding anything herein to the contrary, if any Action (whether arising before, at or after the Effective Time) is made against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 7.04 shall continue in effect until the final disposition of such Action. (f) If the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person Person and shall is not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any personPerson, then then, and in each such case, Parent shall make, or cause to be made, the proper provisions shall be made so that the successors and assigns of PalEx shall the Surviving Corporation assume the obligations set forth in this Section 7.77.04.

Directors’ and Officers’ Indemnification. (a) After For a period of six years after the Effective Time, PalEx the Surviving Corporation and the Parent shall, to the extent permitted under Section 145 of the DGCL and to the extent of the Company's indemnification prior to the Effective Time, indemnify and hold harmless (and shall also advance expenses as incurred to the fullest extent permitted under applicable law, indemnify and hold harmless, law to) each present and former director, officer officer, previously indemnified employee and previously indemnified agent of the Company or any of its subsidiaries (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTYindemnified Party" and collectively, the "INDEMNIFIED PARTIESindemnified Parties") against any costs or expenses (including reasonable attorneys attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company)) or arising out of or pertaining to the transactions contemplated by this Agreement. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) PalEx the Company or Parent and the Surviving Corporation, as the case may be, shall pay the reasonable fees and expenses of counsel selected by the indemnified partiesParties, which counsel shall be reasonably satisfactory to PalExthe Parent and the Surviving Corporation, promptly after statements therefor are received, (ii) PalEx the Parent and the Surviving Corporation will cooperate in the defense of any such matter, matter and (iii) any determination required to be made with respect to whether an indemnified partyParty's conduct complies with the standards set forth under Section 145 of the DGCL or other applicable statutes and PalExthe Parent's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws ByLaws shall be made by independent legal counsel acceptable to PalEx the Parent or the Surviving Corporation, as the case may be, and the indemnified partyParty; PROVIDEDprovided, HOWEVERhowever, that PalEx neither Parent nor the Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). The parties hereto intend, to the extent not prohibited by applicable law, 40 that the indemnification provided for in this Section 7.11 shall apply without limitation to negligent acts or omissions by an indemnified Party. Each indemnified Party is intended to be a third party beneficiary of this Section 7.11 and may specifically enforce its terms. This Section 7.11 shall not limit or otherwise adversely affect any rights any indemnified Party may have under any agreement with the Company or under the Company's Certificate of Incorporation or bylaws as presently in effect. (b) Without limiting any of the obligations under paragraph (a) of this Section 7.11, Parent agrees that all rights to indemnification and all limitations of liability existing in favor of the indemnified Parties as provided in the Company's Certificate of Incorporation or Bylaws or in the similar governing documents of any of the Company's subsidiaries as in effect as of the date of this Agreement or as provided in the indemnification agreements of the Company with respect to matters occurring on or prior to the Effective Time shall survive the Merger and shall continue in full force and effect, without any amendment thereto, for a period of six years from the Effective Time; provided, however, that all rights to indemnification in respect of any claim, action, suit, proceeding or investigation asserted or made within such period shall continue until the final disposition of such claim, action, suit, proceeding or investigation; provided, further, however, that nothing contained in this Section 7.11(b) shall be deemed to preclude the liquidation, consolidation or merger of the Company or any of the Company's subsidiaries, in which case all of such rights to indemnification and limitations on liability shall be deemed to so survive and continue notwithstanding any such liquidation, consolidation or merger and shall constitute rights which may be asserted against Parent. (c) In the event that PalEx the Surviving Corporation or Parent or any of its their successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then and in each such case, proper provisions shall be made so that the successors and assigns of PalEx the Surviving Corporation or Parent shall assume the obligations set forth in this Section 7.77.11. (d) For a period of six years after the Effective Time, the Surviving Corporation shall cause to be maintained in effect the current policies of directors' and officers' liability insurance maintained by the Company (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from facts or events that occurred before the Effective Time; provided, however, that in no event shall the Surviving Corporation be required to expend pursuant to this Section 7.11(c) more than an amount equal to 150% of current annual premiums paid by the Company for such insurance (which premiums the Company represents and warrants to be approximately $190,000 in the aggregate).

Directors’ and Officers’ Indemnification. (a) After For a period of six years after the Effective Time, PalEx Parent and the Surviving Company shall, jointly and severally, to the fullest extent permitted under applicable lawLaw, indemnify and hold harmless, harmless each present and former director, officer and agent of the Company’s and the Company Subsidiaries’ respective present or former directors, officers and employees (eacheach an “Indemnified Party”, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES"“Indemnified Parties”) against any all costs or and expenses (including reasonable attorneys feeslegal fees and expenses), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in settlement in connection with any claim, action, suit, proceeding Action (whether arising before or investigationafter the Effective Time), whether civil, criminal, administrative or investigative, arising out of, of or relating to or in connection with any action or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving their capacity as an officer, director director, employee, fiduciary or other fiduciary agent, whether occurring on or before the Effective Time. To the fullest extent permitted by Law, Parent and the Surviving Company shall, jointly and severally, pay all expenses (including reasonable legal fees and expenses) of each Indemnified Party in any entity if such service was at the request or for the benefit advance of the Company)final disposition of any such Action, subject to receipt from the Indemnified Party to whom such expenses are advanced of an undertaking, to the extent required by the CCC, to repay such advances if it is ultimately determined in accordance with applicable Law that such Indemnified Party is not entitled to indemnification. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time)Action, (i) PalEx Parent or the Surviving Company shall pay the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, Indemnified Parties promptly after statements therefor are received, (ii) PalEx will neither Parent nor the Surviving Company shall settle, compromise or consent to the entry of any judgment in any pending or threatened Action to which an Indemnified Party is a party (and in respect of which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Action or such Indemnified Party otherwise consents and (iii) Parent and the Surviving Company shall cooperate in the defense of any such matter, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or ; provided that neither Parent nor the Surviving Corporation's respective Certificates of Incorporation or By-Laws Company shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its the Surviving Company’s written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that in the event that any claim for indemnification is asserted or made within such six-year period, all rights to indemnification in respect of such claim shall continue until the disposition of such claim. The rights of each Indemnified Party under this Section 6.09 shall be in addition to any rights such Person may have under the certificate of incorporation or Table of Contents bylaws (or similar organizational documents) of the Company and the Surviving Company or any of their Subsidiaries, or under any Law or under any indemnification agreement of any Indemnified Party with the Company or any Company Subsidiary. (b) From and after the Effective Time, the Surviving Company and its Subsidiaries shall, and Parent shall cause the Surviving Company to, to the fullest extent permitted under the CCC, honor and fulfill in all respects the obligations of the Company and the Company Subsidiaries under any and all indemnification agreements between the Company or any Company Subsidiary and any Indemnified Party in existence on the date of this Agreement (the “D&O Indemnification Agreements”). In addition, the articles of incorporation and bylaws of the Surviving Company shall contain provisions no less favorable with respect to exculpation, indemnification and advancement of expenses of directors, officers and employees of the Company or any Company Subsidiary than are set forth in the Company Articles or the Company Bylaws, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company or any Company Subsidiary. (c) Prior to the Closing, the Company shall bind and purchase directors and officers runoff insurance coverage (the “D&O Runoff Insurance”), which by its terms shall survive the Merger for not less than six years for the benefit of the Company, the Company Subsidiaries, the Company’s and any Company Subsidiaries’ past and present directors and/or officers that are insured under the Company’s current directors’ and officers’ liability insurance policy in effect as of the date of this Agreement. The D&O Runoff Insurance shall provide coverage for the Company, the Company Subsidiaries and such persons in their capacity as directors, officers and/or employees of the Company or any of the Company Subsidiaries prior to the Effective Time that is not less favorable in the aggregate than the Company’s existing directors and officers policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage. The Surviving Company shall maintain the D&O Runoff Insurance in full force and effect and continue to honor the obligations thereunder for a period of six years after the Effective Time or, if such policies are terminated or cancelled, obtain (subject to the limitations set forth in the next sentence) alternative D&O Runoff Insurance on substantially similar terms as set forth in this Section 6.09(c). Neither the Company nor the Surviving Company shall be required to pay an annual premium for the D&O Runoff Insurance in excess of 300% of the last annual premium paid prior to the date of this Agreement (the “Maximum Amount”) (it being understood and agreed that in the event the cost of such D&O Runoff Insurance exceeds the Maximum Amount, in the aggregate, the Company shall remain obligated to provide, and the Surviving Company shall be obligated to maintain, the broadest D&O Runoff Insurance coverage as may be obtained for the Maximum Amount). The Company and the Indemnified Parties may be required to make reasonable application and provide reasonable and customary representations and warranties to applicable insurance carriers for the purpose of obtaining such D&O Runoff Insurance. Parent shall upon written request furnish a copy of such insurance policy to each beneficiary of such policy. (d) Parent shall cause the Surviving Company to perform all of the obligations of the Surviving Company under this Section 6.09. In the event that PalEx Parent or the Surviving Company or any of its their respective successors or assigns (i) consolidates with or merges into any other person Person and shall not be the continuing or surviving corporation company or entity of such consolidation consolidation, amalgamation or merger or (ii) transfers all or substantially all of its properties and assets to any personPerson, then then, and in each such case, proper provisions provision shall be made so that the successors and assigns of PalEx Parent or the Surviving Company, as the case may be, shall assume succeed to the obligations set forth in this Section 7.7.6.09. Table of Contents

Directors’ and Officers’ Indemnification. (a) After the Effective Time, PalEx Buyer shall, and shall cause the Company and its Subsidiaries to, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the fullest extent permitted under applicable lawdate hereof or who becomes prior to the Closing Date, indemnify and hold harmless, each present and former director, an officer and agent or director of the Company or any of its Subsidiaries (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES"“D&O Indemnified Parties”) against any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs or and expenses (including reasonable attorneys attorneys’ fees), judgmentscosts and other out-of-pocket expenses incurred in investigating, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding preparing or investigation, whether civil, criminal, administrative or investigative, defending the foregoing) arising out of, of or relating to any threatened or actual Litigation based in whole or in connection with part on or arising out of or relating in whole or in part to the fact that such person is or was a director or officer of the Company or any action of its Subsidiaries whether pertaining to any matter existing or omission of PalEx occurring at or prior to the Effective Time Closing Date and whether asserted or claimed prior to, or at or after, the Closing Date (includingthe “D&O Indemnified Liabilities”), without limitationin each case to the full extent a corporation is permitted under applicable Law to indemnify its own directors or officers (and Buyer shall, acts or omissions shall cause the Company and its Subsidiaries to, pay expenses in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit advance of the Company). In the event final disposition of any such claimLitigation to each D&O Indemnified Party). Without limiting the foregoing, action, suit, proceeding or investigation in the event any such Litigation is brought against any D&O Indemnified Party (whether arising before or after the Effective TimeClosing Date), (i) PalEx the D&O Indemnified Party may retain counsel satisfactory to it and reasonably satisfactory to Buyer and its insurer, and Buyer shall, or shall cause the Company and its Subsidiaries to, pay the reasonable all fees and expenses of such counsel selected by for the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, D&O Indemnified Party promptly after as statements therefor are received, received and (ii) PalEx Buyer, the Company, its Subsidiaries and each D&O Indemnified Party will cooperate use all reasonable efforts to assist in the vigorous defense of any such matter; provided, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVERhowever, that PalEx neither the Company, any of its Subsidiaries nor Buyer shall not be liable for any settlement effected without its prior written consent (consent, which consent shall not be unreasonably withheld. Any D&O Indemnified Party wishing to claim indemnification under this Section 6.8 shall notify Buyer upon learning of any such Litigation (but the failure so to notify shall not relieve a party from any liability which it may have under this Section 6.8 except to the extent such failure prejudices such party). The parties hereto agree that all rights to indemnification hereunder, including provisions relating to advances of expenses incurred in defense of any such action or suit, existing in favor of the D&O Indemnified Parties with respect to matters occurring through the Closing Date shall continue in full force and effect for a period of not less than six years from the Closing Date; provided, however, that all rights to indemnification in respect of any D&O Indemnified Liabilities asserted or made within such period shall continue until the disposition of such D&O Indemnified Liabilities. (b) In For six (6) years from the event that PalEx Closing Date, Buyer shall cause the Company and its Subsidiaries to maintain, if available, officers’ and directors’ liability insurance covering the persons who are presently covered by their officers’ and directors’ liability insurance policies (copies of which have heretofore been delivered to Buyer) with respect to actions and omissions occurring prior to the Closing Date, providing coverage not less favorable than provided by such insurance in effect on the date hereof. Buyer shall, or shall cause the Company or its Subsidiaries, to pay such premiums. (c) Buyer shall cause the Company and its Subsidiaries not to take any action directly or indirectly to disaffirm or adversely affect the provisions of its successors or assigns (i) consolidates with or merges into the Organizational Documents and any other person written agreements of the Company and shall not be the continuing or surviving corporation or entity its Subsidiaries that provide indemnification of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets expense reimbursement to any person, then and in each such case, proper provisions shall be made so that the successors and assigns of PalEx shall assume the obligations set forth in this Section 7.7D&O Indemnified Parties.

Directors’ and Officers’ Indemnification. (a) After the Effective Time, PalEx shallParent shall cause the Surviving Corporation to, to the fullest extent permitted under applicable law, indemnify indemnify, defend and hold harmless, each present and former individual who at the Effective Time is, or at any time prior to the Effective Time was, a director, officer and officer, employee or agent of the Company or any of its subsidiaries (each, together with such person's Person’s heirs, executors or administrators, an "INDEMNIFIED PARTY" “Indemnified Party” and collectively, the "INDEMNIFIED PARTIES"“Indemnified Parties”) against any costs or expenses (including reasonable attorneys attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativeinvestigative (collectively, “Costs and Expenses”), arising out of, relating to or in connection with (i) any action or omission of PalEx occurring or alleged to occur prior to the Effective Time (including, without limitation, including acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company)Company or any of its affiliates) and (ii) this Agreement, the Merger or the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement or the events and developments between Parent and the Company leading up to this Agreement. In the event of any such actual or threatened claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time)) subject to this Section 5.12, (i) PalEx Parent and the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the indemnified partiesIndemnified Parties, which counsel shall be reasonably satisfactory to PalExParent and the Surviving Corporation, promptly after statements therefor are receivedreceived and shall pay all other reasonable expenses in advance of the final disposition of such action, (ii) PalEx Parent and the Surviving Corporation will cooperate and use all reasonable efforts to assist in the defense of any such matter, and (iii) to the extent any determination is required to be made with respect to whether an indemnified party's Indemnified Party’s conduct complies with the standards set forth under the DGCL or other applicable statutes CGCL and PalEx's Parent’s or the Surviving Corporation's ’s respective Certificates certificate or articles of Incorporation incorporation or By-Laws bylaws, such determination shall be made by independent legal counsel acceptable to PalEx Parent or the Surviving Corporation, as the case may be, and the indemnified partyIndemnified Party; PROVIDEDprovided, HOWEVERhowever, that PalEx neither Parent nor the Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheldwithheld or delayed); and, provided, further, that if Parent or the Surviving Corporation advances or pays any amount to any person under this paragraph (b) and if it shall thereafter be finally determined by a court of competent jurisdiction that such person was not entitled to be indemnified hereunder for all or any portion of such amount, to the extent required by law, such person shall repay such amount or such portion thereof, as the case may be, to Parent or the Surviving Corporation, as the case may be. The Indemnified Parties as a group may not retain more than one law firm to represent them with respect to each matter, except to the extent that under applicable standards of professional conduct such counsel would have a conflict representing such Indemnified Party or Indemnified Parties. (b) In the event that PalEx the Surviving Corporation or Parent or any of its their successors or assigns (i) consolidates with or merges into any other person Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers all or substantially all of its properties and assets to any personPerson, then and in each such case, proper provisions shall be made so that the successors and assigns of PalEx the Surviving Corporation or Parent shall assume the obligations of the Surviving Corporation or Parent, as the case may be, set forth in this Section 7.75.12. (c) For a period of six years commencing immediately after the Effective Time, Parent shall cause to be maintained, or shall cause the Surviving Corporation to maintain, in effect the current policies of directors’ and officers’ liability insurance maintained by the Company and its subsidiaries (provided that Parent may substitute therefor policies, including a tail policy, of at least the same coverage and amounts containing terms and conditions that are no less advantageous to the Indemnified Parties, and which coverages and amounts shall be no less than the coverages and amounts provided at that time for Parent’s directors and officers) with respect to matters arising on or before the Effective Time; provided, however, that, if the aggregate annual premiums for such insurance shall exceed 200% of the current aggregate annual premium, then Parent shall provide or cause to be provided a policy for the applicable individuals with the best coverage as shall then be available at an annual premium of not more than 200% of the current aggregate annual premium. (d) To the maximum extent permitted by applicable law, the Surviving Corporation shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided in this Section 5.12. The rights of each Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the charter or bylaws of the Company, any indemnification agreement, under the CGCL or otherwise. The provisions of this Section 5.12 shall survive the consummation of the Merger and expressly are intended to benefit each of the Indemnified Parties.

Directors’ and Officers’ Indemnification. (a) After Without limiting any additional rights that any employee may have under any Employee Plan, from and after the Effective Time, PalEx shallthe Surviving Corporation will indemnify and hold harmless each Person who is now, or has been at any time prior to the date hereof, a director or officer of the Company or of any Company Subsidiary or a Person entitled to indemnification (individually a “Covered Party” and collectively the “Covered Parties”), with respect to any Proceedings and/or damages, penalties, Judgments, assessments, losses, costs and expenses (including, but not limited to, attorneys’ fees) based in whole or in part on, or arising in whole or in part out of any matter arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that Parent or the Surviving Corporation is permitted under applicable law, indemnify and hold harmless, each present and former director, officer and agent of the Company (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time)Proceeding, (i) PalEx shall pay each Covered Party will be entitled to advancement of expenses incurred in the reasonable fees and expenses defense of counsel selected any Proceeding from Parent or the Surviving Corporation within ten business days of receipt by Parent or the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are receivedSurviving Corporation from the Indemnified Party of a request therefor, (ii) PalEx will neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any Judgment in any existing or threatened Proceeding (and in which indemnification could be sought by such Covered Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Covered Party from all Liability arising out of such Proceeding or such Covered Party otherwise consents, and (iii) the Surviving Corporation shall cooperate in the defense of any such matter, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). (b) In The certificate of incorporation and by-laws of the event Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of individuals who were directors and officers prior to the Effective Time than are presently set forth in the Company’s Certificate of Incorporation and By-Laws, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that PalEx would adversely affect the rights thereunder of any such individuals. (c) At or prior to the Effective Time, Parent shall obtain “tail” or “runoff” insurance policies with a claims period of at least six years from the Effective Time with respect to directors’ and officers’ liability insurance, in either case in an amount and scope at least as favorable as the Company’s existing policies from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier for the Covered Parties; provided that the annual cost thereof shall not exceed 300% of the current annual premium paid by the Company for its existing coverage in the aggregate. Parent shall, and shall cause the Surviving Corporation to, honor and perform under all indemnification agreements entered into by the Company or any of the Company Subsidiaries. (d) If the Surviving Corporation or any of its successors or assigns (i) consolidates shall consolidate with or merges merge into any other person Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers shall transfer all or substantially all of its properties and assets to any personPerson, then then, and in each such case, proper provisions shall be made so that the successors and assigns of PalEx the Surviving Corporation shall assume all of the obligations of the Surviving Corporation set forth in this Section 7.76.07. In addition, the Surviving Corporation shall not distribute, sell, transfer or otherwise dispose of any of its assets in a manner that would reasonably be expected to render the Surviving Corporation unable to satisfy its obligations under this Section 6.07. (e) The provisions of this Section 6.07 are intended to be in addition to the rights otherwise available to the current and former officers and directors of the Company by Law, charter, statute, by-law or agreement, and shall operate for the benefit of, and shall be enforceable by, each of the Covered Parties and their heirs. (f) This covenant is intended to be for the benefit of, and shall be enforceable by, each of the Covered Parties and their respective heirs and legal representatives. The indemnification provided for herein shall not be deemed exclusive of any other rights to which an Covered Party is entitled, whether pursuant to Law, contract or otherwise.

Directors’ and Officers’ Indemnification. (a) After The Articles of Incorporation and Bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification than are set forth in the Articles of Incorporation and Bylaws of the Target, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who at any time prior to the Effective Time were directors, officers or employees of the Target or any of the Subsidiaries, unless such modification shall be required by Texas Law. (b) From and after the Effective Time, PalEx shallAcquiror and the Surviving Corporation shall indemnify, defend and hold harmless each person who is now, or has been at any time prior to the fullest extent permitted under applicable lawdate of this Agreement or who becomes prior to the Effective Time, indemnify and hold harmlessan officer, each present and former director, officer and employee or agent of the Company Target or any of the Subsidiaries (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIESIndemnified Parties") against any costs or all losses, expenses (including reasonable attorneys attorneys' fees), judgments, fines, losses, claims, damages, liabilities and or amounts that are paid in settlement of, with the approval of the Surviving Corporation (which approval shall not unreasonably be withheld), or otherwise in connection with with, any threatened or actual claim, action, suit, proceeding or investigationinvestigation (a "Claim"), whether civilbased in whole or in part on or arising in whole or in part out of the fact that the Indemnified Party (or the person controlled by the Indemnified Party) is or was a director, criminalofficer, administrative employee or investigative, agent of the Target or any of the Subsidiaries and pertaining to any matter existing or arising out of, relating to of actions or in connection with any action omissions occurring at or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts any Claim arising out of this Agreement or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Companytransactions contemplated hereby). In the event of any such claim, actionwhether asserted or claimed prior to, suit, proceeding or investigation (whether arising before at or after the Effective Time), (i) PalEx in each case to the fullest extent permitted under Texas Law and by Target's Articles of Incorporation and Bylaws as in effect on the date hereof, and shall pay any expenses, as incurred, in advance of the disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted under Texas Law and by Target's Articles of Incorporation and Bylaws as in effect on the date hereof. Without limiting the foregoing, in the event any such Claim is brought against any of the Indemnified Parties, Acquiror or the Surviving Corporation shall have the right to assume the defense thereof and neither Acquiror nor the Surviving Corporation shall be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if Acquiror or the Surviving Corporation elects not to assume such defense or counsel for the Indemnified Parties advises that there are substantive issues that raise conflicts of interest between Acquiror or the Surviving Corporation and the Indemnified Parties, such Indemnified Parties may retain counsel satisfactory to them and which shall be reasonably satisfactory to Acquiror and the Surviving Corporation and they shall pay all reasonable fees and expenses of such counsel selected by for such Indemnified Parties. The Indemnified Parties, or the indemnified partiesAcquiror and the Surviving Corporation, which counsel as the case may be, shall be reasonably satisfactory use all reasonable efforts to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate assist in the defense of any such matterClaim, provided that the Acquiror and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx Corporation shall not be liable for any settlement effected without its their written consent (consent, which consent consent, however, shall not be unreasonably withheld). The Acquiror and the Surviving Corporation shall be obligated pursuant to this paragraph to pay only one law firm to represent the Indemnified Parties with respect to each such Claim unless there is, as determined by counsel to the Indemnified Parties, under applicable standards of professional conduct, a conflict or a reasonable likelihood of a conflict on any significant issue between the positions of any two or more Indemnified Parties at the expense of the Acquiror and the Surviving Corporation. (bc) In Prior to the event Effective Time the Target shall, and after the Effective Time Surviving Corporation shall, to the fullest extent permitted by Texas Law, make reasonable advances to the Indemnified parties to cover expenses for which such Indemnified Parties would otherwise be entitled to indemnification pursuant to this Section 6.06. (d) Acquiror shall maintain in effect for three years from the Effective Time, if available, the current directors' and officers' liability insurance policies maintained by the Target (provided that PalEx or any Acquiror may substitute therefor policies of its successors or assigns (iat least the same coverage containing terms and conditions which are not materially less favorable) consolidates with or merges into any other person and respect to matters occurring prior to the Effective Time; provided, that neither Acquiror nor the Surviving Corporation shall not be the continuing or surviving corporation or entity obligated to make aggregate premium payments for such three-year period in respect of such consolidation policy (or merger coverage replacing such policy) which exceed, for the portion related to Target's directors and officers, 150% of the annual premium payments on Target's current policy in effect as of the date of this Agreement (the "Maximum Amount"). If the amount of the premiums necessary to maintain or (ii) transfers all or substantially all procure such insurance coverage exceeds the Maximum Amount, Acquiror shall use its reasonable efforts to maintain the most advantageous policies of its properties directors' and assets officers' liability insurance obtainable for a premium equal to any person, then and in each such case, proper provisions shall be made so that the successors and assigns of PalEx shall assume the obligations set forth in this Section 7.7Maximum Amount.

Directors’ and Officers’ Indemnification. (a) After For six (6) years from and after the Effective TimeClosing Date, PalEx shallBuyer shall cause the Companies to indemnify and hold harmless all past and present officers and directors of the Subsidiaries to the same extent such Persons are indemnified as of the date of this Agreement by the Subsidiaries pursuant to the Organizational Documents of the Companies (to the fullest extent permitted by applicable law) for acts or omissions occurring at or prior to the Closing Date, and shall advance expenses reasonably incurred by each such Person in connection with defending any claim, action or investigation arising out of such acts or omissions (including the reasonable costs of any investigation and preparation in connection therewith), to the fullest extent permitted under by applicable law; provided that any Person to whom expenses are advanced provides an undertaking, to the extent permitted by applicable law, indemnify and hold harmless, each present and former director, officer and agent to repay such advances if it is ultimately determined that such Person is not entitled to indemnification; provided further that in the event of the Company (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any a claim, action, suit, proceeding action or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with if any action or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of any Companies are also a party to such claim, action, suit, proceeding action or investigation (whether arising before or after then the Effective Time), (i) PalEx Companies and any indemnified Person shall pay use the reasonable fees and expenses of counsel selected by the indemnified partiesCompanies unless such Person has determined in good faith that an actual or potential conflict of interest makes representation by the counsel selected by the Companies inappropriate. To the extent permitted by applicable law, which counsel Buyer shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate provide such indemnification in the defense of any such matter, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall event it cannot be liable for any settlement effected without its written consent (which consent shall or is not be unreasonably withheld)provided by the Subsidiaries. (b) In If the event that PalEx Subsidiaries or any of its their successors or assigns (i) consolidates shall consolidate with or merges merge into any other person corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers shall transfer all or substantially all of its their properties and assets to any personindividual, then corporation or other entity, then, and in each such case, proper provisions shall be made so that the successors and assigns of PalEx the Subsidiaries shall assume all of the obligations set forth in this Section 7.79.4. (c) The provisions of this Section 9.4 are intended to be for the benefit of, and shall be enforceable by, each of the past and present officers and directors of the Subsidiaries, their heirs, their representatives and assigns.

Directors’ and Officers’ Indemnification. (a) After From and after the Effective Time, PalEx shallthe Purchaser shall cause the Company to, to the fullest extent permitted under by applicable lawLaw, indemnify indemnify, defend and hold harmless, harmless each present and current or former director, director or officer and agent of the Company or any of the Company Subsidiaries and each fiduciary under benefit plans of the Company or any of the Company Subsidiaries (each, together with such person's heirs, executors or administrators, each an "INDEMNIFIED PARTY" “Indemnified Party” and collectively, the "INDEMNIFIED PARTIES"“Indemnified Parties”) against any costs or (i) all losses, expenses (including reasonable attorneys feesattorneys’ fees and expenses), judgments, fines, losses, claims, damagesdamages or liabilities or, liabilities and subject to the proviso of the next sentence, amounts paid in settlement settlement, arising out of actions or omissions occurring at or prior to the completion of the transactions set out in the Plan of Arrangement (and whether asserted or claimed prior to, at or after the Effective Time) to the extent that they are based on or arise out of the fact that such Person is or was a director, officer or fiduciary under benefit plans, including payment on behalf of or advancement to the Indemnified Party of any expenses incurred by such Indemnified Party in connection with enforcing any claimrights with respect to such indemnification and/or advancement (the “Indemnified Liabilities”), action, suit, proceeding and (ii) all Indemnified Liabilities to the extent they are based on or investigationarise out of or pertain to the transactions contemplated by this Agreement, whether civilasserted or claimed prior to, criminalat or after the Effective Time, administrative and including any expenses incurred in enforcing such Person’s rights under this Section 4.7; provided, that (x) the Company shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, conditioned or investigativedelayed); and (y) except for legal counsel engaged for one or more Indemnified Parties on the date hereof, arising out of, relating the Company shall not be obligated under this Section 4.7(a) to or pay the fees and expenses of more than one legal counsel (selected by a plurality of the applicable Indemnified Parties) for all Indemnified Parties in connection any jurisdiction with respect to any single legal action or omission of PalEx occurring prior except to the Effective Time (includingextent that, without limitationon the advice of any such Indemnified Party’s counsel, acts two or omissions more of such Indemnified Parties shall have conflicting interests in connection with the outcome of such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company)action. In the event of any such loss, expense, claim, action, suit, proceeding damage or investigation liability (whether arising or not asserted before or after the Effective Time), (i) PalEx the Company shall pay the reasonable fees and expenses of counsel selected by the indemnified partiesIndemnified Parties promptly, which counsel shall be reasonably satisfactory to PalExand in any event within ten days, promptly after statements therefor are receivedreceived and otherwise advance to such Indemnified Party upon request, reimbursement of documented expenses reasonably incurred (ii) PalEx will cooperate in provided that, if legally required, the defense person to whom expenses are advanced provides an undertaking to repay such advance if it is determined by a final and non-appealable judgment of any a court of competent jurisdiction that such matter, and (iii) any determination required Person is not legally entitled to be made with respect to whether an indemnified party's conduct complies with the standards set forth indemnification under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheldLaw). (b) From and after the Closing, the Purchaser shall cause the Company to maintain the Company’s officers’ and directors’ liability insurance policies (accurate and complete copies of which have been previously provided to the Purchaser) in effect on the date hereof (the “D&O Insurance”) for a period of not less than six years after the Effective Date; provided that the Company may substitute therefor policies of at least the same coverage and amounts containing terms no less advantageous to such former directors or officers so long as such substitution does not result in gaps or lapses of coverage with respect to matters occurring on or prior to the Effective Time; provided further that in no event shall the Purchaser or the Company be required to pay annual premiums in the aggregate of more than an amount equal to 300% of the current annual premiums paid by the Company for such insurance (the “Maximum Amount”) to maintain or procure insurance coverage pursuant hereto; provided further that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, the Purchaser shall cause the Company to procure and maintain for such six-year period as much coverage as can be reasonably obtained for the Maximum Amount. The Purchaser shall have the option to cause coverage to be extended under the Company’s D&O Insurance by obtaining a six-year “tail” policy or policies on terms and conditions no less advantageous than the Company’s existing D&O Insurance, subject to the limitations set forth in the provisos above in this Section 4.7(b), and such “tail” policy or policies shall satisfy the provisions of this Section 4.7(b). (c) The obligations of the Purchaser and the Company under this Section 4.7 shall survive the Closing and the consummation of the Arrangement and shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom this Section 4.7 applies (it being expressly agreed that the Indemnified Parties to whom this Section 4.7 applies shall be third party beneficiaries of this Section 4.7, each of whom (including his or her heirs, executors or administrators and his or her Representatives, successors and assigns) may enforce the provisions of this Section 4.7) without the consent of the Indemnified Party (including the successors, assigns and heirs of such Indemnified Party) affected thereby. In the event that PalEx the Company or any of its successors or assigns (i) consolidates with or merges into any other person Person and shall is not be the continuing or surviving corporation company or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any personPerson, then or if the Purchaser dissolves the Company, then, and in each such case, the Purchaser shall cause proper provisions shall provision to be made so that the successors and assigns of PalEx the Company shall assume the obligations set forth in this Section 7.74.7. (d) For a period of not less than six (6) years from the Effective Time, the Company shall provide to the Indemnified Parties the same rights to exculpation, indemnification and advancement of expenses as provided to the Indemnified Parties under the provisions of the Company’s and the Company Subsidiaries’ charter, by-laws or similar organizational documents as in effect as of the date hereof and the Company’s charter, by-laws or similar organizational documents shall not contain any provisions contradictory to such rights. The contractual indemnification rights set forth in Section 4.7(d) of the Disclosure Letter in existence on the date of this Agreement with any of the current or former directors, officers or employees of the Company or any Company Subsidiary shall be assumed by the Company without any further action, and shall continue in full force and effect in accordance with their terms following the Effective Time. (e) The provisions of this Section 4.7 are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. Nothing in this Agreement, including this Section 4.7, is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company, any Company Subsidiaries or the Indemnified Parties, it being understood and agreed that the indemnification provided for in this Section 4.7 is not prior to, or in substitution for, any such claims under any such policies.

Directors’ and Officers’ Indemnification. (a) After From and after the Company Merger Effective Time, PalEx the Parent Entities shall, and shall cause the Surviving Company and the Surviving Partnership to, to the fullest extent permitted under by applicable lawLaw, indemnify indemnify, defend and hold harmless, harmless each present and current or former director, director or officer and agent of the Company or any of the Company Subsidiaries and each fiduciary under benefit plans of the Company or any of the Company Subsidiaries (each, together with such person's heirs, executors or administrators, each an "INDEMNIFIED PARTYIndemnified Party" and collectively, the "INDEMNIFIED PARTIESIndemnified Parties") against any costs or (i) all losses, expenses (including reasonable attorneys feesattorneys' fees and expenses), judgments, fines, losses, claims, damagesactions, suits, damages or liabilities and or, subject to the proviso of the next sentence, amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out ofof actions or omissions occurring at or prior to the Company Merger Effective Time (and whether asserted or claimed prior to, relating to at or after the Company Merger Effective Time), including in connection with any action or omission the consideration, negotiation and approval of PalEx occurring prior this Agreement, to the Effective Time (includingextent that they are based on or arise out of the fact that such person is or was a director, without limitationofficer or fiduciary under benefit plans, acts including payment on behalf of or omissions advancement to the Indemnified Party of any expenses incurred by such Indemnified Party in connection with enforcing any rights with respect to such persons serving as an officerindemnification and/or advancement (the "Indemnified Liabilities"), director and (ii) all Indemnified Liabilities to the extent they are based on or other fiduciary arise out of or pertain to the transactions contemplated by this Agreement, whether asserted or claimed prior to, at or after the Company Merger Effective Time, and including any expenses incurred in enforcing such person's rights under this Section 5.8(a); provided that (x) none of the Surviving Company or the Surviving Partnership shall be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); and (y) none of the Surviving Company or the Surviving Partnership shall be obligated under this Section 5.8(a) to pay the fees and expenses of more than one legal counsel (selected by a plurality of the applicable Indemnified Parties) for all Indemnified Parties in any entity if jurisdiction with respect to any single legal action except to the extent that, on the advice of any such service was at Indemnified Party's counsel, two or more of such Indemnified Parties shall have conflicting interests in the request or for the benefit outcome of the Company)such action. In the event of any such loss, expense, claim, action, suit, proceeding damage or investigation liability (whether arising or not asserted before or after the Company Merger Effective Time), (i) PalEx the Surviving Company or the Surviving Partnership, as applicable, shall pay the reasonable fees and expenses of counsel selected by the indemnified partiesIndemnified Parties promptly, which counsel shall be reasonably satisfactory to PalExand in any event within ten (10) days, promptly after statements therefor are receivedreceived and otherwise advance to such Indemnified Party upon request, reimbursement of documented expenses reasonably incurred (ii) PalEx will cooperate in provided that, if required by applicable Law, the defense person to whom expenses are advanced provides an undertaking to repay such advance if it is determined by a final and non-appealable judgment of any a court of competent jurisdiction that such matter, and (iii) any determination required person is not legally entitled to be made with respect to whether an indemnified party's conduct complies with the standards set forth indemnification under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheldLaw). (b) The Parent Entities shall cause the Surviving Company to maintain the Company's officers' and directors' liability insurance policies in effect on the date hereof (accurate and complete copies of which have been previously provided to the Parent Entities) (the "D&O Insurance") for a period of not less than six (6) years after the Closing Date; provided that the Surviving Company may substitute therefor policies of at least the same coverage and amounts with reputable and financially sound carriers containing terms no less advantageous to such former directors or officers so long as such substitution does not result in gaps or lapses of coverage with respect to matters occurring on or prior to the Company Merger Effective Time; provided, further, that in no event shall the Parent Entities or the Surviving Company be required to pay annual premiums in the aggregate of more than an amount equal to 300% of the current annual premiums paid by the Company for such insurance (the "Maximum Amount") to maintain or procure insurance coverage pursuant hereto; provided, further, that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, the Parent Entities and the Surviving Company shall procure and maintain for such six-year period the most advantageous policies as can be reasonably obtained for the Maximum Amount. In lieu of the foregoing, prior to the Company Merger Effective Time, the Parent Entities shall have the option to cause coverage to be extended by obtaining a six-year "tail" policy or policies on terms and conditions no less advantageous than the Company's existing D&O Insurance, subject to the limitations set forth in the provisos above in this Section 5.8(b), and such "tail" policy or policies shall satisfy the provisions of this Section 5.8(b). (c) The obligations of the Parent Entities and the Surviving Company under this Section 5.8 shall survive the Closing and the consummation of the Mergers and shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom this Section 5.8 applies (it being expressly agreed that the Indemnified Parties to whom this Section 5.8 applies shall be third party beneficiaries of this Section 5.8, each of whom (including his or her heirs, executors or administrators and his or her Representatives, successors and assigns) may enforce the provisions of this Section 5.8) without the consent of the Indemnified Party (including the successors, assigns and heirs of such Indemnified Party) affected thereby. In the event that PalEx the Surviving Company or any of its successors or assigns (i) consolidates with or merges into any other person Person and shall is not be the continuing or surviving corporation company or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any personPerson, then or if the Parent Entities dissolve the Surviving Company, then, and in each such case, the Parent Entities shall cause proper provisions shall provision to be made so that the successors and assigns of PalEx the Surviving Company shall assume the obligations set forth in this Section 7.75.8. (d) For a period of not less than six (6) years from the Company Merger Effective Time, the Surviving Company and the Surviving Partnership shall provide to the Indemnified Parties the same rights to exculpation, indemnification and advancement of expenses as provided to the Indemnified Parties under the charter and bylaws of the Company and similar organizational documents of the Company Subsidiaries as in effect as of the date hereof and the charter and bylaws of the Surviving Company and similar organizational documents of the Surviving Partnership shall not contain any provisions inconsistent with such rights. The contractual indemnification rights set forth in Section 5.8(d) of the Company Disclosure Letter in existence on the date of this Agreement with any of the current or former directors, officers or employees of the Company or any Company Subsidiary shall be assumed by the Surviving Company and the Surviving Partnership without any further action and shall continue in full force and effect in accordance with their terms following the Company Merger Effective Time. (e) The provisions of this Section 5.8 are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise. Nothing in this Agreement, including this Section 5.8, is intended to, shall be construed to or shall release, waive or impair any rights to directors' and officers' insurance claims under any policy that is or has been in existence with respect to the Company, any Company Subsidiaries or the Indemnified Parties, it being understood and agreed that the indemnification provided for in this Section 5.8 is not prior to, or in substitution for, any such claims under any such policies.

Directors’ and Officers’ Indemnification. (a) After From and after the Effective TimeDate, PalEx shallthe Offeror shall indemnify, defend and hold harmless, in each case to the fullest full extent permitted under applicable law, indemnify law and hold harmlesscurrently permitted in the by-laws of the Offeror, each present and former directorperson who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Date, an officer and agent or director of the Company (eachand any of its Subsidiaries, together with such person's their respective heirs, executors or administratorsexecutors, an "INDEMNIFIED PARTY" administrators and collectively, other legal representatives (the "INDEMNIFIED PARTIESIndemnified Individuals") against any costs or expenses (including reasonable attorneys fees), judgments, fines, all losses, claims, damages, costs, expenses, liabilities and or judgements or amounts that are paid in settlement of or in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to investigation based in whole or in connection with part on or arising in whole or in part out of the fact that such person is or was a director or officer of the Company or any action of its Subsidiaries, pertaining to any matter existing or omission of PalEx occurring at or prior to the Effective Time Date and whether asserted or claimed prior to, or at or after, the Effective Date; provided, however, that: (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary a) the Offeror shall not be required to pay the fees and disbursements of more than one Counsel for all Indemnified Individuals in any entity if single action unless there is a conflict of interest between two or more of such service was at Indemnified Individuals; (b) the request or for the benefit of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) PalEx shall pay the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate in the defense of any such matter, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx Offeror shall not be liable for any settlement effected without its written consent (which consent will not be unreasonably withheld or delayed); and (c) such indemnification shall not be unreasonably withheld).available to an officer or director unless, in respect of the matter for which indemnification is sought, (b) In the event that PalEx or any of its successors or assigns (i) consolidates he acted honestly and in good faith with or merges into any other person and shall not be a view to the continuing or surviving corporation or entity best interests of such consolidation or merger or the Company; and (ii) transfers all in the case of a criminal or substantially all administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful. Notwithstanding the foregoing, the Offeror acknowledges and agrees that: (d) the Company is currently a party to an amended and restated indemnification agreement (the "Existing Indemnity") in the form attached as Schedule "E" to this Agreement, with each of its properties the directors and assets to any person, then and officers of the Company; (e) the indemnity contained in each such case, proper provisions this section 4.3 shall be made so that the successors and assigns of PalEx shall assume not derogate from or lessen the obligations set forth in this Section 7.7of the Company under the Existing Indemnity; and (f) the Offeror agrees to observe, adhere to and fulfill, and cause the Company to observe, adhere to and fulfill, the obligations of the Company under the Existing Indemnity as though the Offeror was a party to the Existing Indemnity and bound by the terms of the Existing Indemnity applicable to the Company.

Directors’ and Officers’ Indemnification. (a) After From and after the Effective Time, PalEx Parent, the Surviving Entity and the Company shall, to the fullest extent permitted under applicable lawLaw, indemnify and hold harmless, harmless each present and former director, director or officer and agent of the Company and of each Subsidiary of the Company and each such person who served at the request of the Company or any Subsidiary of the Company as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES"“Company Indemnified Parties”) against any all costs or and expenses (including without limitation reasonable attorneys attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in settlement in connection with any claim, action, suit, proceeding or investigationinvestigation (whether Table of Contents arising before or after the Effective Time), whether civil, criminaladministrative, administrative criminal or investigative, arising out of, relating of or pertaining to or in connection with any action or omission of PalEx in their capacities as officers or directors, in each case occurring prior to at or before the Effective Time (includingincluding without limitation the transactions contemplated by this Agreement), without limitationin each case, acts to the fullest extent permitted by the WVBCA or omissions in connection with such persons serving as an officer, director any other applicable laws or other fiduciary in any entity if such service was at to the request or for the benefit of fullest extent permitted under the Company’s articles of incorporation and bylaws). In Without limiting the foregoing, in the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time)investigation, (i) PalEx the Company, Parent or the Surviving Entity, as the case may be, shall pay the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, any Company Indemnified Party promptly after statements therefor are received, received and (ii) PalEx will the Company, Parent and Surviving Entity shall cooperate in the defense of any such matter; provided, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with however, that neither the standards set forth under the DGCL or other applicable statutes and PalEx's or Company, Parent nor the Surviving Corporation's respective Certificates of Incorporation or By-Laws Entity shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (consent, which consent shall not be unreasonably withheld. Notwithstanding anything else in this Section 6.11 to the contrary, in no event shall Parent, the Surviving Entity or the Company be obligated to indemnify any Company Indemnified Party for any loss incurred by a Company Indemnified Party arising from any claim by a Principal Stockholder or any partner, fiduciary, employee, officer or agent thereof in its capacity as a stockholder of the Company. Notwithstanding the foregoing, in no event shall Parent, the Surviving Entity or the Company have any indemnity obligations under this Section 6.11 with respect to any claims arising from, or in connection with, the consummation of (i) the Woodcraft Transaction (as hereafter defined) or (ii) the Real Estate Disposition (as hereafter defined). (b) In For a period of three (3) years after the Effective Time, Parent shall cause to be maintained in effect the current directors’ and officers’ liability insurance policies maintained by the Company (or policies that are materially similar thereto) with respect to claims arising from facts or events that occurred at or prior to the Effective Time; provided, however, that in no event that PalEx or any of its successors or assigns (i) consolidates with or merges into any other person and shall not Parent be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets required to any person, then and in each such case, proper provisions shall be made so that the successors and assigns of PalEx shall assume the obligations set forth in expend pursuant to this Section 7.76.11 more than an amount per year equal to 200% of current annual premiums paid by the Company and its Subsidiaries for such insurance.

Directors’ and Officers’ Indemnification. (a) After the Effective Time, PalEx The Buyer shall, and shall cause the Company and its Subsidiaries to, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the fullest extent permitted under applicable lawdate hereof or who becomes prior to the Closing Date, indemnify and hold harmless, each present and former director, an officer and agent or director of the Company or any of its Subsidiaries (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES"“D&O Indemnified Parties”) against any and all losses, damages, liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs or and expenses (including reasonable attorneys attorneys’ fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) arising out of or relating to any threatened or actual Action based in whole or in part on or arising out of or relating in whole or in part to the fact that such person is or was a director or officer of the Company or any of its Subsidiaries whether pertaining to any matter existing or occurring at or prior to the Closing Date and whether asserted or claimed prior to, or at or after, the Closing Date (the “D&O Indemnified Liabilities”), judgmentsincluding all D&O Indemnified Liabilities based in whole or in part on, finesor arising in whole or in part out of, lossesor relating to this Agreement or the transactions contemplated hereby, claimsin each case to the full extent a corporation is permitted under applicable Law to indemnify its own directors or officers (and the Buyer shall, damagesor shall cause the Company and its Subsidiaries to, liabilities and amounts paid pay expenses in settlement advance of the final disposition of any such action or proceeding to each D&O Indemnified Party). Without limiting the foregoing, in connection with the event any such claim, action, suit, proceeding or investigationinvestigation is brought against any D&O Indemnified Party (whether arising before or after the Closing Date), whether civil, criminal, administrative or investigative, arising out of, relating (i) the D&O Indemnified Party may retain counsel satisfactory to or in connection with any action or omission of PalEx occurring prior it and reasonably satisfactory to the Effective Time (includingBuyer, without limitationand the Buyer shall, acts or omissions in connection with shall cause the Company and its Subsidiaries to, pay all fees and expenses of such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or counsel for the benefit of D&O Indemnified Party promptly as statements therefor are received and (ii) the Buyer, the Company), its Subsidiaries and each D&O Indemnified Party will use all reasonable efforts to assist in the defense of any such matter; provided, that neither the Company, any of its Subsidiaries nor the Buyer shall be liable for any settlement effected without its prior written consent, which consent shall not be unreasonably withheld. In Any D&O Indemnified Party wishing to claim indemnification under this Section 5.12 shall promptly notify the event Buyer upon learning of any such claim, action, suit, proceeding or investigation (whether arising before or after but the Effective Timefailure so to notify shall not relieve a party from any liability which it may have under this Section 5.12 except to the extent such failure prejudices such party). The parties hereto agree that all rights to indemnification hereunder, (i) PalEx shall pay the reasonable fees and including provisions relating to advances of expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate incurred in the defense of any such matteraction or suit, and (iii) any determination required to be made existing in favor of the D&O Indemnified Parties with respect to whether an indemnified party's conduct complies with matters occurring through the standards set forth under Closing Date shall continue in full force and effect for a period of not less than six years from the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may beClosing Date; provided, and the indemnified party; PROVIDED, HOWEVERhowever, that PalEx all rights to indemnification in respect of any D&O Indemnified Liabilities asserted or made within such period shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld)continue until the disposition of such D&O Indemnified Liabilities. (b) In For a period of six years from the event Closing Date, the Buyer shall either cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by the Company and its Subsidiaries or cause to be provided substitute policies or purchase or cause the Company to purchase, a “tail policy,” in either case of at least the same coverage and amounts containing terms and conditions that PalEx or are at least as favorable as the policy currently in effect with respect to actions and omissions occurring prior to the Closing Date; provided, however, that after the Closing, the Buyer shall not be required to pay with respect to such insurance policies in respect of any one policy year annual premiums in excess of its successors or assigns (i) consolidates 200% of the current annual premium paid by the Company in respect of the coverage required to be obtained pursuant hereto, but in such case shall purchase as much coverage as reasonably practicable for such amount; provided, further, that if the Company purchases a “tail policy” and the coverage thereunder costs more than 200% of the current annual premium, the Company shall purchase the maximum amount of coverage that can be obtained for 200% of the current annual premium. The fees, costs and expenses incurred in connection with or merges into any other person such “tail policy” shall be paid by Buyer and shall not be deemed a Transaction Expense. (c) Except as may be required by applicable Law, the continuing Buyer shall not permit the Company to take any action directly or surviving corporation indirectly to disaffirm or entity adversely affect the provisions of such consolidation or merger or (ii) transfers all or substantially all the articles of organization and bye-laws and any other written agreements of the Company and its properties Subsidiaries that provide indemnification of and assets expense reimbursement to any person, then and in each such case, proper provisions shall be made so that the successors and assigns of PalEx shall assume the obligations set forth in this Section 7.7D&O Indemnified Parties.

Directors’ and Officers’ Indemnification. (a) After From and after the Effective TimeClosing, PalEx shallthe Company will indemnify and hold harmless each present and former director or officer of the Company (individually a “Covered Party” and collectively the “Covered Parties”), with respect to any Proceedings and/or damages, penalties, Judgments, assessments, losses, costs and expenses (including, but not limited to, attorneys’ fees) based in whole or in part on, or arising in whole or in part out of any matter arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Company is permitted under applicable law, indemnify and hold harmless, each present and former director, officer and agent of the Company (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company)Law. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time)Proceeding, (i) PalEx shall pay each Covered Party will be entitled to advancement of expenses incurred in the reasonable fees and expenses defense of counsel selected any Proceeding from the Company within ten Business Days of receipt by Purchaser from the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are receivedIndemnified Party of a request therefor, (ii) PalEx will neither Purchaser nor the Company shall settle, compromise or consent to the entry of any Judgment in any existing or threatened Proceeding with respect to which indemnification has been sought by such Covered Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Covered Party from all Liability arising out of such Proceeding or such Covered Party otherwise consents, and (iii) Purchaser and the Company shall cooperate in the defense of any such matter, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). (b) In The Organizational Documents of the event Company shall contain provisions no less favorable with respect to indemnification and exculpation of Covered Persons than are presently set forth in the Company’s Organizational Documents, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Closing in any manner that PalEx would adversely affect the rights thereunder of any Covered Person. (c) If the Company or any of its successors or assigns (i) consolidates shall consolidate with or merges merge into any other person Person and shall not be the continuing or surviving corporation or entity company of such consolidation or merger merger, or (ii) transfers shall transfer all or substantially all of its properties and assets to any personPerson, then then, and in each such case, proper provisions shall be made so that the successors and assigns of PalEx the Company shall assume all of the obligations of the Company set forth in this Section 7.76.06. (d) The provisions of this Section 6.06 are intended to be in addition to the rights otherwise available to the current and former officers and directors of the Company by Law, or under any employee plan or other agreement, and shall operate for the benefit of, and shall be enforceable by, each of the Covered Parties and their heirs and legal representatives.

Directors’ and Officers’ Indemnification. (a) After From and after the Effective Time, PalEx Parent, the Surviving Corporation and the Company shall, to the fullest extent permitted under applicable lawLaw, indemnify and hold harmless, harmless each present and former director, director or officer and agent of the Company and of each Subsidiary of the Company and each such person who served at the request of the Company or any Subsidiary of the Company as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIESCompany Indemnified Parties") against any all costs or and expenses (including without limitation reasonable attorneys attorneys' fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), whether civil, administrative, criminal or investigative, arising out of or pertaining to any action or omission in their capacities as officers or directors, in each case occurring at or before the Effective Time (including without limitation the transactions contemplated by this Agreement), in each case, to the fullest extent permitted by the DGCL or any other applicable laws or to the fullest extent permitted under the Company's certificate of incorporation and bylaws or any applicable contract or agreement as in effect on the date hereof). Without limiting the foregoing, in the event of any such claim, action, suit, proceeding or investigation, (i) PalEx the Company, Parent or the Surviving Corporation, as the case may be, shall pay the reasonable fees and expenses of counsel selected by the indemnified partiesany Company Indemnified Party, which counsel shall be reasonably Ropes & Gray or other counsel xxasonably satisfactory to PalExthe Company, Parent or the Surviving Corporation, as the case may be, promptly after statements therefor are received, received (unless the Surviving Corporation shall elect to defend such action) and (ii) PalEx will the Company, Parent and the Surviving Corporation shall cooperate in the defense of any such matter; provided, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with however, that neither the standards set forth under the DGCL or other applicable statutes and PalEx's or Company, Parent nor the Surviving Corporation's respective Certificates of Incorporation or By-Laws Corporation shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheldwithheld or delayed). Notwithstanding anything else in this Section 7.6 to the contrary, in no event shall Parent, the Surviving Corporation or the Company be obligated to indemnify any Company Indemnified Party for any loss incurred by a Company Indemnified Party arising from any claim by the Principal Stockholder or any partner, fiduciary, employee, officer or agent thereof. (b) For a period of at least six years after the Effective Time, Parent shall cause the certificate of incorporation of the Surviving Corporation to continue to include a provision substantially similar to Articles 8 and 9 of the Certificate of Incorporation of the Company for the benefit of all directors and officers of the Company and each Subsidiary of the Company prior to the Effective Time. In the event that PalEx any claim or claims for indemnification are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. (c) For a period of three years after the Effective Time, Parent shall cause to be maintained in effect the current directors' and officers' liability insurance policies maintained by the Company (provided that Parent may substitute therefor policies reasonably satisfactory to the Company Indemnified Parties of at least the same coverage containing terms and conditions that, in the aggregate, are no less advantageous) with respect to claims arising from facts or events that occurred at or prior to the Effective Time; provided, however, that in no event shall Parent be required to expend pursuant to this Section 7.6(c) more than an amount per year equal to 150% of current annual premiums paid by the Company and its Subsidiaries for such insurance; provided, further, however, that if the premium for such coverage exceeds such amount, Parent or the Surviving Corporation shall purchase a policy with the greatest coverage available for such 150% of the amount per annum spent by the Company and its Subsidiaries for their fiscal year ending December 29, 2001. (d) In the event the Company or the Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other person Person and shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any personPerson, then then, and in each such case, proper provisions provision shall be made so that the successors and assigns of PalEx shall assume the Company or the Surviving Corporation, as the case may be, honor the indemnification and other obligations set forth in this Section 7.77.6.

Directors’ and Officers’ Indemnification. (a) After Parent agrees that all rights to indemnification now existing in favor of any current or former director or officer of the Effective Time, PalEx shall, Company as provided in the Company's Certificate of Incorporation or Bylaws or in a written agreement between any such person and the Company in effect on the date hereof shall survive the Merger and shall continue in full force and effect until the expiration of all applicable statutes of limitation. Parent also agrees to (or to cause the Surviving Corporation to) indemnify all current and former directors and officers of the Company to the fullest extent the Company would be permitted under applicable law, by Delaware Law to indemnify them with respect to all acts and hold harmless, each present and former director, officer and agent omissions arising out of such individuals' service as officers or directors of the Company (eachor any of its subsidiaries or as trustees, together with such person's heirs, executors fiduciaries or administrators, an "INDEMNIFIED PARTY" and collectively, administrators of any plan for the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission benefit of PalEx employees occurring prior to the Effective Time (Time. Without limitation of the foregoing, in the event any such person is or becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including, without limitation, acts the transactions contemplated by this Agreement, occurring prior to, and including, the Effective Time, Parent will (or omissions will cause the Surviving Corporation to) pay such person's reasonable legal and other expenses of counsel selected by such person and reasonably acceptable to Parent (including the cost of any investigation, preparation and settlement) incurred in connection therewith promptly after statements therefor are received by Parent; provided, however, that neither Parent nor the Surviving Corporation shall, in connection with any one such persons serving as an officer, director action or other fiduciary in any entity if such service was at the request proceeding or for the benefit separate but substantially similar actions or proceedings arising out of the Company). In the event of any such claimsame general allegations, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) PalEx shall pay the be liable for reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all indemnified persons (it being understood, however, that if any indemnified person or counsel selected by for any indemnified person determines in good faith that there is, under applicable standards of professional conduct, a conflict on any significant issue between two or more indemnified persons, then each such indemnified person may engage separate counsel at the indemnified parties, which counsel expense of Parent and the Surviving Corporation). Parent shall be reasonably satisfactory entitled to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate participate in the defense of any such matteraction or proceeding, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made counsel selected by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDEDperson shall, HOWEVERto the extent consistent with their professional responsibilities, cooperate with Parent and any counsel designated by Parent (it being understood that PalEx no indemnified person shall not be liable for any settlement effected without its his express written consent (which consent consent). Parent shall not pay all reasonable fees and expenses, including attorneys' fees, that may be unreasonably withheld)incurred by any indemnified person in enforcing the indemnity and other obligations provided for in this Section. (b) In Parent agrees that the event Company and, from and after the Effective Time, the Surviving Corporation shall cause to be maintained in effect for not less than six years from the Effective Time the current policies of directors' and officers' liability insurance maintained by the Company; provided that PalEx the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous to such persons; and provided, further, that such substitution shall not result in any gaps or any of its successors or assigns (i) consolidates lapses in coverage with or merges into any other person respect to matters occurring prior to the Effective Time; and provided, further, that the Surviving Corporation shall not be required to pay an annual premium in excess of 200% of the continuing or surviving corporation or entity of last annual premium paid by the Company prior to the date hereof; and if the Surviving Corporation is unable to obtain the insurance required by this Section, it shall obtain as much comparable insurance as possible for an annual premium equal to such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then and in each such case, proper provisions shall be made so that the successors and assigns of PalEx shall assume the obligations set forth in this Section 7.7maximum amount.

Directors’ and Officers’ Indemnification. (a) After From and after the Effective TimeClosing, PalEx Buyer shall, to the fullest extent permitted under and shall cause each Transferred Entity to, except as otherwise required by applicable lawLaw, indemnify indemnify, defend and hold harmless, each present and former director, officer and agent all of the Company respective past and present directors and officers of Seller and the Plastics Business Subsidiaries (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES"“D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement all Losses incurred in connection with any claim, action, suit, proceeding or investigationAction, whether civil, criminal, administrative or investigative, arising out of, relating to of or in connection with any action or omission of PalEx occurring prior pertaining to the Effective Time fact that such D&O Indemnified Party is or was a director or officer of Seller, any Transferred Entity or any other Plastics Business Subsidiary or is or was serving at the request of Seller, any Transferred Entity or any other Plastics Business Subsidiary as a director or officer of any other Person, whether asserted or claimed before, at or after the Closing (including, without limitation, including with respect to acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for Transaction Agreements and the benefit consummation of the Company). In the event of any such claimTransactions, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) PalEx shall pay the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate in the defense of any such matter, and (iii) any determination required to be made but not with respect to whether an indemnified party's conduct complies acts or omissions primarily in connection with the standards set forth under Merger Agreement and the DGCL or other applicable statutes and PalEx's or consummation of the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may beMerger) (a “D&O Indemnifiable Claim”), and provide advancement of D&O Expenses to the indemnified party; PROVIDEDD&O Indemnified Parties in connection with any D&O Indemnifiable Claim to the fullest extent permitted by applicable Law, HOWEVERincluding pursuant to any certificate of incorporation, that PalEx bylaws, other comparable organizational documents and indemnification agreements, if any, in existence before the Closing, and cause to be maintained in effect the provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors, officers and employees comparable to those contained in the certificates of incorporation, bylaws and other comparable organizational documents of Seller, the Transferred Entities and the other Plastics Business Subsidiaries, as applicable, as of the Agreement Date. For the purposes of this Agreement, “D&O Expenses” shall not be liable for any settlement effected include, without its written consent (which consent shall not be unreasonably withheld). (b) In the event that PalEx or any of its successors or assigns (i) consolidates with or merges into limiting any other person expenses recoverable under any applicable Law, organizational document or indemnification agreement, reasonable attorneys’ fees and shall not all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, to be the continuing a witness in or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to participate in any person, then and in each such case, proper provisions shall be made so that the successors and assigns of PalEx shall assume the obligations set forth in this Section 7.7D&O Indemnifiable Claim.

Directors’ and Officers’ Indemnification. (a) After The Articles of Incorporation and Bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification than are set forth in the Articles of Incorporation and Bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who at any time prior to the Effective Time were directors or officers of the Company or any of the Company Subsidiaries, unless such modification shall be required by Virginia Law. (b) From and after the Effective Time, PalEx shallAcquiror shall indemnify, defend and hold harmless each person who is now, or has been at any time prior to the fullest extent permitted under applicable lawdate of this Agreement or who becomes prior to the Effective Time, indemnify and hold harmless, each present and former director, an officer and agent or director of the Company or any of the Company Subsidiaries (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIESIndemnified Parties") against any costs or all losses, expenses (including reasonable attorneys attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and or amounts that are paid in settlement of, with the approval of the Surviving Corporation (which approval shall not unreasonably be withheld), or otherwise in connection with with, any claimthreatened or actual Claim, action, suit, proceeding based in whole or investigation, whether civil, criminal, administrative in part on or investigative, arising in whole or in part out of the fact that the Indemnified Party (or the Person controlled by the Indemnified Party) is or was a director or officer of the Company or any of the Company Subsidiaries and pertaining to any matter existing or arising out of, relating to of actions or in connection with any action omissions occurring at or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts any Claim arising out of this Agreement or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Companytransactions contemplated hereby). In the event of any such claim, actionwhether asserted or claimed prior to, suit, proceeding or investigation (whether arising before at or after the Effective Time), in each case to the fullest extent permitted under Law, and shall pay any expenses, as incurred, in advance of the final disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted under Law. Without limiting the foregoing, in the event any such Claim is brought against any of the Indemnified Parties, (i) PalEx such Indemnified Parties may retain counsel (including local counsel) satisfactory to them and which shall be reasonably satisfactory to Acquiror and Acquiror shall pay the all reasonable fees and expenses of such counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, for such Indemnified Parties; and (ii) PalEx will cooperate the Surviving Corporation shall use all reasonable efforts to assist in the defense of any such matterClaim, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, provided that PalEx Acquiror shall not be liable for any settlement effected without its written consent (consent, which consent consent, however, shall not be unreasonably withheld). The Indemnified Parties as a group shall retain only one law firm (plus appropriate local counsel) to represent them with respect to each such Claim unless there is, as determined by counsel to the Indemnified Parties, under applicable standards of professional conduct, a conflict or a reasonable likelihood of a conflict on any significant issue between the positions of any two or more Indemnified Parties at the expense of Acquiror. (bc) In For a period of six years after the event Effective Time, Acquiror shall cause to be maintained in effect the Company’s current policy of Directors’ and Officers’ Liability Insurance (provided that PalEx Acquiror may substitute therefor one or more policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous in any material respect) with respect to claims arising from facts or events that occurred before the Effective Time to the extent available at an annual premium not in excess of its successors or assigns (i200% of the last annual premium paid by the Company prior to the date hereof. If Acquiror is unable to obtain the insurance required by this Section 6.06(c) consolidates with or merges into any other person and shall at an annual premium not be in excess of the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any personforegoing amount, then and it shall obtain the greatest amount of comparable insurance then reasonably available to it for an annual premium not in each such case, proper provisions shall be made so that excess of the successors and assigns of PalEx shall assume the obligations set forth in this Section 7.7foregoing amount.

Directors’ and Officers’ Indemnification. From and after the Closing: (a) After the Effective TimeWithout limiting any other rights that any Indemnified Person (as defined below) may have pursuant to any employment agreement, PalEx shallindemnification agreement or otherwise, solely to the fullest extent permitted under of indemnification contained in the Organizational Documents of any Group Company, any employment agreement or indemnification agreement effective as of the date hereof, the Buyer Parties shall and shall cause the applicable lawGroup Company to, indemnify jointly and severally, indemnify, defend and hold harmlessharmless each Person who is now, each present and former directoror has been at any time prior to the date of this Agreement or who becomes prior to the Closing, subject to the terms hereof, a director or officer and agent of the any Group Company or who acts as a fiduciary under any Benefit Plan of any Group Company (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES"“Indemnified Persons”) against any costs or expenses (including reasonable attorneys fees), judgments, fines, all losses, claims, damages, costs, fines, penalties, expenses (including reasonable attorneys’ and other professionals’ fees and expenses), liabilities and or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not be unreasonably withheld, delayed or conditioned) of or in connection with any threatened or actual claim, action, suit, proceeding or investigationinvestigation based in whole or in part on or arising in whole or in part out of the fact that such Person is or was a director or officer of any Group Company, a fiduciary under any Benefit Plan of any Group Company or is or was serving at the request, which request was made prior to the date hereof, of any Group Company as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise or by reason of anything done or not done by such Person in any such capacity whether civilpertaining to any act or omission occurring or existing prior to, criminalat or after the Closing and whether asserted or claimed prior to, administrative at or investigativeafter the Closing (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, relating to or pertaining to, this Agreement or the transactions contemplated herein, in connection with any action or omission of PalEx occurring prior each case to the Effective Time fullest extent permitted under applicable Law (includingand the Buyer Parties shall and shall cause the applicable Group Company to, without limitationjointly and severally, acts or omissions pay expenses in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit advance of the Company). In the event final disposition of any such claim, action, suit, proceeding or investigation to each Indemnified Person to the fullest extent permitted under applicable Law, subject to a requirement to repay such advances if such Indemnified Person is adjudicated to have not been entitled to indemnification pursuant to the terms hereof or otherwise). Without limiting the foregoing, in the event any such claim, action, suit, proceeding or investigation is brought against any Indemnified Persons (whether arising before or after the Effective TimeClosing), (i) PalEx the Indemnified Persons may retain a counsel satisfactory to them, and the Buyer Parties shall and shall cause the applicable Group Company to pay the all reasonable fees and expenses of such counsel selected by for the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, Indemnified Persons promptly after following receipt of statements therefor are received, and (ii) PalEx will cooperate the Buyer Parties shall and shall cause the applicable Group Company to reasonably assist in the defense of any such matter, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVERprovided, that PalEx none of any Buyer Party or any Group Company shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). Any Indemnified Person wishing to claim indemnification under this Section 7.11, upon learning of any such claim, action, suit, proceeding or investigation, shall notify Buyer in writing (but the failure so to notify shall not relieve a party from any liability that it may have under this Section 7.11 except to the extent such failure materially prejudices such party’s position with respect to such claims) and shall deliver to Buyer any undertaking required by applicable Law, but, subject to applicable Law, without any requirement for the posting of a bond or any other terms or conditions other than those expressly set forth herein. (b) The Buyer Parties and the Group Companies shall not amend, repeal or otherwise modify the Organizational Documents of any Group Company in any manner that would affect adversely the rights thereunder with respect to periods prior to the Closing of individuals who at and at any time prior to the Closing were directors or officers of any Group Company except to the extent required by Law. The Buyer Parties shall, and shall cause the Group Companies to, fulfill and honor any indemnification agreements between the Group Companies, on the one hand, and any of their respective directors, officers or employees existing as of the date hereof, to the extent such indemnification agreement has been provided or made available to the Buyer Parties prior to the date hereof. (c) The Buyer Parties agree that the Group Companies will cause to be put in place and shall prepay immediately prior to the Closing “tail” insurance policies with a claims period of at least six years from the Closing from an insurance carrier with the same or better credit rating as the Group Companies’ current insurance carrier with respect to directors’ and officers’ liability insurance in an amount and scope at least as favorable as the Group Companies’ existing policies with respect to matters, acts or omissions existing or occurring at or prior to the Closing. (d) In the event that PalEx the Buyer Parties, the Group Companies or any of its their respective successors or assigns (i) consolidates with or merges into any other person Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any personPerson, then and then, in each such case, proper provisions shall be made so that the successors and assigns of PalEx such Buyer Party or Group Company, as the case may be, shall assume the obligations set forth in this Section 7.77.11. The provisions of this Section 7.11 are intended to be for the benefit of, and shall be enforceable by, any Party and each Person entitled to indemnification or insurance coverage or expense advancement pursuant to this Section 7.11, and his or her heirs and representatives.

Directors’ and Officers’ Indemnification. (a) After Subject to Section 6.5(h), without limiting any additional rights that any Person may have under any Company Plan, from the Effective TimeClosing Date through the sixth (6th) anniversary of the date of the Closing Date, PalEx shalleach of Buyer, to the fullest extent permitted under applicable law, Company and the Blocker shall indemnify and hold harmless, harmless each present (as of immediately prior to the Closing) and former officer, director, officer and agent manager, agent, employee or fiduciary of Blocker, the Company and their Subsidiaries (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" the “Indemnified Individuals”) from and collectively, the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys fees), judgments, finesall claims, losses, claimsLiabilities, damages, liabilities Judgments, inquiries, fines and amounts paid in settlement reasonable fees, costs and expenses, including attorneys’ fees and disbursements (“Losses”), incurred in connection with any claim, action, suit, proceeding Proceeding or investigation, whether civil, criminal, administrative or investigative, arising out ofof or pertaining to (i) the fact that the Indemnified Individual is or was an officer, relating to director, manager, agent, employee, fiduciary or in connection with any action agent of Blocker, the Company or omission of PalEx their Subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time Closing (includingincluding this Agreement and the other Transactions and actions contemplated hereby), without limitationwhether asserted or claimed prior to, acts at or omissions after the Closing, to the fullest extent permitted under applicable Law. Subject to Section 6.5(h), in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of any such claim, action, suit, proceeding Proceeding or investigation, (x) each Indemnified Individual will be entitled to advancement of expenses incurred in the defense of any claim, action, suit, Proceeding or investigation from Buyer or the Company within ten (whether arising before 10) Business Days of receipt by Buyer or after the Effective TimeCompany from the Indemnified Individual of a request therefor, (y) neither Buyer nor the Company, Blocker or their Subsidiaries shall settle, compromise or consent to the entry of any Judgment in any Proceeding or threatened action, suit, Proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Individual hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Individual from all Liability arising out of such action, suit, Proceeding, investigation or claim or such Indemnified Individual otherwise consents, and (iz) PalEx the Company and Blocker shall pay the reasonable fees and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate in the defense of any such matter, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). (b) Subject to Section 6.5(h), each of Buyer, the Company and Blocker agrees that any indemnification and advancement of expenses available to any Indemnified Individual by virtue of such Indemnified Individual’s service as a partner or employee of any investment fund that is an Affiliate of Blocker or the Company prior to the Closing (any such Indemnified Individual, a “Sponsor Director”) shall be secondary to the indemnification and advancement of expenses to be provided by Buyer, Blocker and the Company pursuant to this Section 6.5 and that Buyer, the Company and Blocker (i) shall be the primary indemnitors of first resort for Sponsor Directors pursuant to this Section 6.5, (ii) shall be fully responsible for the advancement of all expenses and the payment of all Losses with respect to Sponsor Directors which are addressed by this Section 6.5 and (iii) shall not make any claim for contribution, subrogation or any other recovery of any kind in respect of any other indemnification available to any Sponsor Director with respect to any matter addressed by this Section 6.5. (c) Subject to Section 6.5(h), the Organizational Documents of each of Blocker, the Company and their Subsidiaries shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of former or present directors, managers and officers than are set forth in the Organizational Documents of Blocker, the Company and their Subsidiaries as of the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Closing in any manner that would adversely affect the rights thereunder of any such individuals. (d) Prior to the Closing Date, the Company shall purchase a “tail” insurance policy (the fees, costs, expenses and premium of which shall constitute Transaction Expenses) for a period of six (6) years after the Closing, with reputable and financially sound carriers of at least the same coverage and amounts and containing terms and conditions that are no less advantageous than the current policies of directors’ and officers’ liability insurance maintained by Blocker, the Company and their Subsidiaries with respect to claims arising from or related to facts or events that occurred at or before the Closing. Buyer agrees to take all necessary actions to maintain such policies in full force and effect and fulfill its obligations thereunder throughout such six (6) year period following the Closing. (e) Notwithstanding anything herein to the contrary, if any Proceeding (whether arising before, at or after the Closing) is made against any Indemnified Individual on or prior to the sixth (6th) anniversary of the Closing, the provisions of this Section 6.5 shall continue in effect until the final disposition of such Proceeding. (f) This covenant is intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Individuals and their respective heirs and legal representatives. The indemnification provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Individual is entitled, whether pursuant to Law, Contract or otherwise. (g) In the event that PalEx Buyer, the Company, Blocker or any of its their respective successors or assigns (i) consolidates with or merges into any other person Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any personPerson, then then, and in each such case, proper provisions provision shall be made so that the successors and assigns of PalEx such party, as the case may be, shall assume succeed to the obligations set forth in this Section 7.76.5. In addition, the Company and Blocker shall not distribute, sell, transfer or otherwise dispose of any of its assets in a manner that would reasonably be expected to render the Company and Blocker unable to satisfy its obligations under this Section 6.5. (h) Notwithstanding any provision of this Agreement to the contrary, any indemnification or advancement obligations required pursuant to this Section 6.5 shall be limited to amounts recoverable under the “tail” insurance policy purchased in accordance with Section 6.5(d).

Directors’ and Officers’ Indemnification. (a) After For a period of six (6) years from and after the Effective Time, PalEx the Surviving Corporation shall, to the fullest extent permitted under applicable lawLaw, indemnify and hold harmless, harmless each present and former director, officer officer, employee, fiduciary and agent of the Company (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES"“Company Indemnified Parties”) against any costs all Damages paid or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), whether civil, criminal, administrative or investigative, arising out of or pertaining to any action or omission in such person’s capacity as an officer, director, employee, fiduciary or agent, whether occurring before or after the Effective Time. In the event of any such claim, action, suit, proceeding or investigation, (i) PalEx the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the indemnified partiesCompany Indemnified Parties, which counsel shall be reasonably satisfactory to PalExthe Surviving Corporation, promptly after statements therefor are received, received and (ii) PalEx will the Surviving Corporation shall cooperate in the defense of any such matter; provided, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or however, that the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld, delayed or conditioned); and provided, further, that neither the Company nor the Surviving Corporation shall be obligated pursuant to this Section 6.04(a) to pay the fees and expenses of more than one counsel for all Company Indemnified Parties in any single action except to the extent that two or more of such Company Indemnified Parties shall have conflicting interests in the outcome of such action; and provided, further, that in the event that any claim for indemnification is asserted or made within such six (6) year period, all rights to indemnification in respect of such claim shall continue until the disposition of such claim. From the Effective Time until the time specified in Section 3.03(j) for distribution of the General Indemnification Escrow Fund, the General Indemnification Escrow Fund shall be the sole and exclusive source of funds available to pay any amounts payable by the Surviving Corporation under this Section 6.04(a) and, until such time, Parent shall be entitled to submit Claim Notices pursuant to Section 7.03 for any amounts actually paid by it pursuant to this Section 6.04(a). Thereafter, the Surviving Corporation shall continue to be obligated under this Section 6.04(a), provided that its aggregate obligations under this Section 6.04(a) shall, for amounts not paid from the General Indemnification Escrow Fund, not exceed $1,000,000. (b) In the event that PalEx the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges with or into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers all or substantially all of its properties and assets to any person, then then, and in each such case, proper provisions provision shall be made so that the successors and assigns of PalEx the Surviving Corporation, or at Parent’s option, Parent, shall assume the obligations set forth in this Section 7.76.04. (c) Parent shall cause the Surviving Corporation to perform all of the obligations of the Surviving Corporation under this Section 6.04.

Directors’ and Officers’ Indemnification. (a) After the Effective Time, PalEx Acquiror shall, and shall cause the Surviving Corporation and its Subsidiaries to, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the fullest date hereof or who becomes prior to the Closing Date, an officer or director of the Company or any of its Subsidiaries (the "D&O Indemnified Parties") against any and all losses, damages, liabilities, deficiencies, claims, interests, awards, judgments, penalties, costs and expenses (including reasonable attorneys' fees, costs and other out-of-pocket expenses incurred in investigating, preparing or defending the foregoing) arising out of or relating to any threatened or actual Action based in whole or in part on or arising out of or relating in whole or in part to the fact that such person is or was a director or officer of the Company or any of its Subsidiaries, whether pertaining to any matter existing or occurring at or prior to the Closing Date and whether asserted or claimed prior to, at or after, the Closing Date (the "D&O Indemnified Liabilities"), including all D&O Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or relating to this Agreement or the transactions contemplated hereby, in each case to the full extent a corporation is permitted under applicable lawLaw to indemnify its own directors or officers (and Acquiror shall, or shall cause the Surviving Corporation and its Subsidiaries to, pay expenses in advance of the final disposition of any such Action to each D&O Indemnified Party). Without limiting the foregoing, in the event any such Action is brought against any D&O Indemnified Party (whether arising before or after the Closing Date), (i) the D&O Indemnified Party may retain counsel satisfactory to it and reasonably satisfactory to Acquiror, and Acquiror shall, or shall cause the Surviving Corporation and its Subsidiaries to, pay all fees and expenses of such counsel for the D&O Indemnified Party promptly as statements therefor are received and (ii) Acquiror, the Surviving Corporation, its Subsidiaries and each D&O Indemnified Party will use all reasonable efforts to assist in the vigorous defense of any such matter; provided, that none of the Surviving Corporation, any of its Subsidiaries or Acquiror shall be liable for any settlement effected without its prior written consent. Any D&O Indemnified Party wishing to claim indemnification under this Section 6.11 shall notify Acquiror upon learning of any such Action or investigation (but the failure so to notify shall not relieve a party from any liability which it may have under this Section 6.11, except to the extent such failure prejudices such party). The parties hereto agree that all rights to indemnification hereunder, including provisions relating to advances of expenses incurred in defense of any such Action existing in favor of the D&O Indemnified Parties with respect to matters occurring through the Closing Date, shall continue in full force and effect for a period of not less than 6 years from the Closing Date; provided, however, that all rights to indemnification in respect of any D&O Indemnified Liabilities asserted or made within such period shall continue until the disposition of such D&O Indemnified Liabilities. (b) For a period of 6 years from the Closing Date, Acquiror shall cause the Surviving Corporation and its Subsidiaries to maintain, if available, officers' and directors' liability insurance and fiduciary insurance covering the persons who are presently covered by their existing officers' and directors' or fiduciary liability insurance policies on terms no less advantageous to such indemnified parties than such existing insurance; provided, however, that Acquiror shall not be required to pay more than 200% of the premium paid by the Company for such existing officers' and directors' or fiduciary liability insurance policies during the year immediately preceding the date hereof, which premium is set forth on Schedule 6.11(b) of the Disclosure Schedules. (c) From and after the Closing, Acquiror agrees that it will cause the Surviving Corporation to continue to indemnify and hold harmless, harmless each present and former director, director and officer and agent of the Company (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys attorneys' fees), judgments, fines, losses, claims, damages, damages or liabilities and amounts paid in settlement incurred in connection with any claim, action, suit, proceeding Action or investigation, whether civil, criminal, administrative or investigative, arising out of, relating of or pertaining to matters existing or in connection with any action occurring on or omission of PalEx occurring prior to the Effective Time (includingClosing, without limitationwhether asserted or claimed prior to, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether arising before on or after the Effective Time)Closing, (i) PalEx shall pay to the reasonable fees and expenses of counsel selected by fullest extent that the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate in the defense of any such matter, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth Company would have been permitted under the DGCL and its certificate of incorporation, bylaws or other organizational documents in effect on the date hereof to indemnify such person (including the advancing of expenses as incurred to the fullest extent permitted under applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may beLaw); provided, and the indemnified party; PROVIDED, HOWEVERhowever, that PalEx shall not be liable for any settlement effected without its written consent the person to whom such expenses are advanced must provide an undertaking to the Company (as appropriate) to repay such advances if it is ultimately determined by a court of competent jurisdiction (which consent determination shall have become final) that such person is not be unreasonably withheld)entitled to indemnification. (b) In the event that PalEx or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then and in each such case, proper provisions shall be made so that the successors and assigns of PalEx shall assume the obligations set forth in this Section 7.7.

Directors’ and Officers’ Indemnification. (a) After the Effective Time, PalEx shall, With respect to the fullest extent permitted under applicable lawcurrent members of Holdings' and the Company's Boards of Directors, indemnify Holdings and the Company shall not take any action to directly or indirectly disaffirm or adversely affect the provisions of their respective articles of organization and bylaws relating to indemnification of officers and directors. (b) The Company and Holdings shall indemnify, defend and hold harmlessharmless each person who is now, each present and former directoror has been at any time prior to the date hereof or who becomes prior to the Closing Date, an officer and agent or director of Holdings or the Company (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIESIndemnified Parties") against any costs or expenses (including reasonable attorneys fees), judgments, fines, all losses, claims, damages, costs, expenses (including attorneys fees and expenses), liabilities and or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not be unreasonably withheld) of or in connection with any threatened or actual claim, action, suit, proceeding or investigationinvestigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director or officer of Holdings or the Company whether pertaining to any matter existing or occurring at or prior to the Closing Date and whether asserted or claimed prior to, whether civilor at or after, criminalthe Closing Date, administrative (the "Indemnified Liabilities"), including all Indemnified Liabilities based in whole or investigativein part on, or arising in whole or in part out of, relating or pertaining to this Agreement or the transactions contemplated hereby, in connection with each case to the full extent a corporation is permitted under applicable law to indemnify its own directors or officers as the case may be (and, after the Closing Date, the Purchaser shall, or shall cause Holdings or the Company to pay expenses in advance of the final disposition of any such action or omission of PalEx occurring prior proceeding to each Indemnified Party to the Effective Time (including, without limitation, acts or omissions in connection with full extent permitted by applicable law provided such persons serving as an officer, director or other fiduciary in any entity Indemnified Party undertakes to promptly repay such advances if such service was at the request or for the benefit Indemnified Party is determined by a court of the Companycompetent jurisdiction not to be entitled to indemnification). In Without limiting the foregoing, in the event any such claim, action, suit, proceeding or investigation is brought against any Indemnified Parties (whether arising before or after the Closing Date), (i) the Company and Holdings shall have the right to assume the defense of any such claim, action, suit, proceeding or investigation (whether arising before brought against any Indemnified Party and shall not be liable to such Indemnified Parties for any legal expenses or after other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the Effective Time), (i) PalEx shall pay the reasonable fees defense thereof; and expenses of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, (ii) PalEx Purchaser, Holdings, the Company and each Indemnified Party will cooperate use all reasonable efforts to assist in the vigorous defense of any such matter, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with provided that neither Holdings, nor the standards set forth under Company nor the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws Purchaser shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its prior written consent (which consent shall not unreasonably be unreasonably withheld. Any Indemnified Party wishing to claim indemnification under this Section 6.7 upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the Purchaser (but the failure so to notify shall not relieve a party from any liability which it may have under this Section 6.7 except to the extent such failure prejudices such party). The Company and Holdings shall be required to retain only one law firm to represent themselves and the Indemnified Parties with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties. The parties hereto agree that all rights to indemnification, including provisions relating to advances of expenses incurred in defense of any such action or suit, existing in favor of the Indemnified Parties with respect to matters occurring through the Closing Date shall continue in full force and effect for a period of not less than six years from the Closing Date; provided, however, that all rights to indemnification in respect of any Indemnified Liabilities asserted or made within such period shall continue until the disposition of such Indemnified Liabilities. (bc) In For six years from the Closing Date, Holdings and the Company shall use their best efforts to maintain, if available, officers' and directors' liability insurance covering the persons who are presently covered by their officers' and directors' liability insurance policies (copies of which have heretofore been delivered to Purchaser) with respect to actions and omissions occurring prior to the Closing Date, on terms which are not materially less favorable than the terms of such current insurance in effect for Holdings and the Company on the date hereof; provided, however, that in no event shall Holdings or the Company be obligated to pay annual premiums greater than 200% of such premiums paid or payable as of the date hereof; provided, further, that PalEx if any annual premium for such coverage and amount of insurance would exceed 200% of such annual rate, Holdings and the Company shall provide the maximum coverage which shall then be available at an annual premium equal to 200% of such rate. Purchaser shall cause Holdings or the Company to pay such premiums. (d) Purchaser covenants for itself and its successors, and assigns, that they shall not institute any action or proceeding in any court or before any administrative agency or before any other tribunal against any of its successors the current directors of Holdings or assigns (i) consolidates the Company, in their capacity as such, with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets respect to any personliabilities, then actions or causes of action, judgments, claims and demands of any nature or description (consequential, compensatory, punitive or otherwise), in each such case, proper provisions shall be made so that case solely to the successors and assigns extent resulting from their approval of PalEx shall assume this Agreement or the obligations set forth in this Section 7.7transactions contemplated hereby.

Directors’ and Officers’ Indemnification. (a) After The By-laws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement of expenses and related matters than are set forth in Article VII of the By-laws of the Company as in effect on the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of three years from the 26 Effective Time in any manner that would affect adversely the rights thereunder of individuals who at the Effective Time were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by law. (b) The Company shall, to the fullest extent permitted under applicable law and regardless of whether the Merger becomes effective, indemnify and hold harmless, and, after the Effective Time, PalEx the Surviving Corporation shall, to the fullest extent permitted under applicable law, indemnify and hold harmless, each present and former director, officer officer, employee, fiduciary and agent of the Company (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIESIndemnified Parties") against any all costs or and expenses (including reasonable attorneys attorneys' fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with any action or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), whether civil, criminal, administrative or investigative, arising out of or pertaining to any action or omission in their capacity as an officer, director, employee, fiduciary or agent, whether occurring before, at or after the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, for a period of three years after the date hereof. In the event of any such claim, action, suit, proceeding or investigation, (i) PalEx the Company or the Surviving Corporation, as the case may be, shall pay the reasonable fees and expenses of counsel selected by the indemnified partiesIndemnified Parties, which counsel shall be reasonably satisfactory to PalExthe Company or the Surviving Corporation, promptly after statements therefor are received, received and (ii) PalEx will the Company and the Surviving Corporation shall cooperate in the defense of any such matter; provided, and (iii) any determination required to be made with respect to whether an indemnified party's conduct complies with however, that neither the standards set forth under the DGCL or other applicable statutes and PalEx's or Company nor the Surviving Corporation's respective Certificates of Incorporation or By-Laws Corporation shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and provided, further, that neither the Company nor the Surviving Corporation shall be obligated pursuant to this Section 6.07(b) to pay the fees and expenses of more than one counsel for all Indemnified Parties in any single action except to the extent that two or more of such Indemnified Parties shall have conflicting interests in the outcome of such action; and provided, further, that, in the event that any claim for indemnification is asserted or made within such three-year period, all rights to indemnification in respect of such claim shall continue until the disposition of such claim. (bc) In the event that PalEx the Company or the Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then then, and in each such case, proper provisions provision shall be made so that the successors and assigns of PalEx the Company or the Surviving Corporation, as the case may be, or at Parent's option, Parent, shall assume the obligations set forth in this Section 7.76.07.

Directors’ and Officers’ Indemnification. (a) After Buyer agrees that all rights to indemnification, advancement of expenses and exculpation by Seller, the Effective TimeCompany and its Subsidiaries (as provided in the bylaws, PalEx shallcertificate of formation or limited liability company agreement or comparable organizational documents of Seller, the Company or any of its Subsidiaries as in effect as of the date hereof or as provided in any indemnification agreements in effect as of the date hereof) now existing in favor of each Person who is now, or has been at any time prior to the date hereof an officer, director or manager of Seller, the Company or any of its Subsidiaries (each an “Indemnified Party”) shall be assumed by Buyer, without further action, at the Closing and survive the Closing and shall remain in full force and effect in accordance with their terms, and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim. (b) For six years after the Closing, to the fullest extent permitted under applicable lawLaw, indemnify Buyer shall indemnify, defend and hold harmless, harmless each present and former director, officer and agent of the Company (each, together with such person's heirs, executors or administrators, an "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIES") Indemnified Party against any costs or expenses (including reasonable attorneys fees), judgments, fines, all losses, claims, damages, liabilities liabilities, fees, expenses, judgments and amounts paid fines arising in settlement whole or in part out of actions or omissions in their capacity as such occurring at or prior to the Closing (including in connection with the transactions contemplated by this Agreement), and shall reimburse each Indemnified Party for any claim, action, suit, proceeding legal or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or other expenses reasonably incurred by such Indemnified Party in connection with any action investigating or omission of PalEx occurring prior to the Effective Time (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of defending any such claimlosses, actionclaims, suitdamages, proceeding or investigation (whether arising before or after the Effective Time)liabilities, (i) PalEx shall pay the reasonable fees, expenses, judgments and fines as such expenses are incurred, subject to Buyer’s receipt of an undertaking by such Indemnified Party to repay such legal and other fees and expenses paid in advance if it is ultimately determined in a final and non-appealable judgment of counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, promptly after statements therefor are received, (ii) PalEx will cooperate in the defense a court of any competent jurisdiction that such matter, and (iii) any determination required Indemnified Party is not entitled to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws shall be made by independent legal counsel acceptable to PalEx as the case may beLaw; provided, and the indemnified party; PROVIDED, HOWEVERhowever, that PalEx shall Buyer will not be liable for any settlement effected without its Buyer’s prior written consent (which consent shall not be unreasonably withheldwithheld or delayed). (bc) The obligations of Buyer under this Section 5.5 shall survive the Closing and shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom this Section 5.5 applies without the consent of such affected Indemnified Party (it being expressly agreed that the Indemnified Parties to whom this Section 5.5 applies shall be third-party beneficiaries of this Section 5.5, each of whom may enforce the provisions of this Section 5.5). (d) In the event that PalEx Buyer, the Company or any of its their respective successors or assigns (i) consolidates with or merges into any other person Person and shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any personPerson, then then, and in each either such case, proper provisions provision shall be made so that the successors and assigns of PalEx Buyer or the Company, as the case may be, shall assume all of the obligations set forth in this Section 7.75.5. The agreements and covenants contained herein shall not be deemed to be exclusive of any other rights to which any Indemnified Party is entitled.

Directors’ and Officers’ Indemnification. (a) After For a period of six years following the Effective TimeClosing, PalEx shall, the Buyer agrees that it will continue to the fullest extent permitted under applicable law, cause each Target and Subsidiary to indemnify and hold harmless, harmless each present and former director, officer officer, employee and agent of the Company manager (each, together with such person's heirs, executors or administrators, an each a "INDEMNIFIED PARTY" and collectively, the "INDEMNIFIED PARTIESCovered Person") of such Target or Subsidiary against any costs or expenses (including reasonable attorneys attorneys' fees), judgments, fines, losses, claims, damages, damages or liabilities and amounts paid in settlement incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out ofof or pertaining to matters existing or occurring at or prior to the Closing, relating whether asserted or claimed prior to, on or after the Closing, to the fullest extent that such Target or Subsidiary is permitted under the Laws of its applicable jurisdiction of organization and required pursuant to its certificate of incorporation, certificate of formation, certificate of limited partnership, bylaws, limited liability company agreement, limited partnership agreement or other organizational documents in effect on the date hereof to indemnify such Covered Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law); provided, however, that such Covered Person must provide an undertaking to such Target or Subsidiary (as appropriate) to repay such advances if it is ultimately determined by a court of competent jurisdiction (which determination shall have become final) that such Covered Person is not entitled to indemnification; and provided further, however, that, to the fullest extent permitted: (i) the Buyer or such Target or Subsidiary shall have the right to assume the defense thereof, and neither the Buyer nor any Target or Subsidiary shall be liable to any such Covered Person for any legal expenses of other counsel or any other expenses subsequently incurred by such Covered Person in connection with any action the defense thereof, except that if the Buyer or omission such Target or Subsidiary elects not to assume such defense or counsel for such Covered Person advises that there are issues which raise conflicts of PalEx occurring prior interest between the Buyer or such Target or Subsidiary and such Covered Person, such Covered Person may retain counsel satisfactory to it, and the Effective Time (including, without limitation, acts Buyer or omissions in connection with such persons serving as an officer, director Target or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) PalEx Subsidiary shall pay the all reasonable fees and expenses of such counsel selected by the indemnified parties, which counsel shall be reasonably satisfactory to PalEx, for such Covered Person promptly after as statements therefor are received; provided, however, that whether or not the Buyer or such Target or Subsidiary assumes the defense of a Covered Person, the Buyer or such Target or Subsidiary shall not admit any liability with respect to, or settle, compromise or discharge, or offer to settle, compromise or discharge, such claim without such Covered Person's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, unless such settlement or compromise includes as one of its terms the complete release of the Covered Person without any admission of guilt; and provided further, however, that the Buyer and such Target or Subsidiary shall be obligated pursuant to this Section 5.10 to pay for only one firm or counsel for all Covered Persons in any jurisdiction unless the use of one counsel for such Covered Persons would present such counsel with a conflict of interest, provided that the fewest number of counsel necessary to avoid conflicts of interest shall be used; (ii) PalEx such Covered Persons will reasonably cooperate in the defense of any such matter, ; and (iii) none of the Buyer or any determination required to be made with respect to whether an indemnified party's conduct complies with the standards set forth under the DGCL Target or other applicable statutes and PalEx's or the Surviving Corporation's respective Certificates of Incorporation or By-Laws Subsidiary shall be made by independent legal counsel acceptable to PalEx as the case may be, and the indemnified party; PROVIDED, HOWEVER, that PalEx shall not be liable for any settlement effected without its the prior written consent (which consent shall not be unreasonably withheld). (b) In of the event that PalEx Buyer or any such Target or Subsidiary, as applicable. For the avoidance of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any persondoubt, then and in each such case, proper provisions shall be made so that the successors and assigns of PalEx shall assume the obligations set forth nothing in this Section 7.75.10 shall supersede or modify the Indemnification Agreement or in any way affect the parties' obligations pursuant to the Indemnification Agreement.